AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 27, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
WESTPOINT STEVENS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2200 36-3498354
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) (Identification No.)
</TABLE>
507 WEST TENTH STREET CHRISTOPHER N. ZODROW
WEST POINT, GEORGIA 31833 VICE PRESIDENT AND SECRETARY
(706) 645-4000 507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
706) 645-4000
(Address, including zip code, and (Address, including zip code, and
telephone number, including area code, telephone number, including area
of registrant's principal executive offices) code, of agent for service)
----------------
Please send copies of communications to:
HOWARD CHATZINOFF, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.[_]
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, as amended ("Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box.[x]
--------------
If this form is filed to registered additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]_______________
--------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]__________________
---------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share......................... 1,200,000 $28 $33,600,000 $10,182
====================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, based upon the average of the high and low prices of shares
as reported on NASDAQ on November 22, 1996.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATES UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 27, 1996
1,200,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
----------------
This Prospectus relates to the offer and sale of up to 1,200,000 shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
WestPoint Stevens Inc. (the "Company"). The Shares will be offered for sale by
certain stockholders of the Company (the "Selling Stockholders") from time to
time in transactions effected on the NASDAQ National Market (or any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed), in
privately negotiated transactions, in an underwritten offering, or in a
combination of such methods of sale. Such methods of sale may be conducted at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions directly, or indirectly through underwriters,
broker-dealers or agents acting on their behalf and, in connection with such
sales, such underwriters, broker-dealers or agents may receive compensation in
the form of commissions or discounts from the Selling Stockholders and/or the
purchasers of the Shares for whom they may act as agent or to whom they sell
Shares as principal or both (which commissions or discounts might be in excess
of customary commissions). To the extent required, the names of any
underwriters, agents or broker-dealers, and applicable commissions or discounts
and any other required information with respect to any particular offer of
Shares by the Selling Stockholders, will be set forth in a Prospectus
Supplement. The Company will not receive any proceeds from the sale of the
Shares. See "Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders and any agents or broker-dealers that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and, in such event, any commissions received
by them and any profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market
("NASDAQ") under the symbol "WPSN." On November 22, 1996, the last sale price of
the Common Stock, as reported on NASDAQ, was $28 3/8 per share.
SEE "RISK FACTORS" ON PAGE 4 FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is ________ ___, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act, and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). The reports, proxy statements and other information filed by the
Company with the Commission may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: New York
Regional Office, 7 World Trade Center, Suite 1300, New York, New York 1048; and
Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661, and at the Commission's Web site at (http://www.sec.gov). Copies of such
material also may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, certain material filed by the Company can be inspected at
the offices of the NASDAQ National Market at 1735 K Street, N.W., Washington,
D.C. 20006-1506, through which the Company's Common Stock is quoted.
The Prospectus constitutes a part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"). This Prospectus omits certain of the
information contained in the Registration Statement, and reference is hereby
made to the Registration Statement and to the exhibits relating thereto for
further information with respect to the Company and the Common Stock. Any
statements contained herein concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and the amendments thereto) filed by the
Company (File No. 0-21496) with the Commission pursuant to the Exchange Act are
incorporated herein by reference and are made a part hereof:
(i) The Company's Annual Report on Form 10-K for its fiscal
year ended December 31, 1995 (the "Form 10-K");
(ii) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1996;
(iii) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended June 30, 1996;
(iv) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended September 30, 1996;
(v) The Company's Current Report on Form 8-K, filed with the
Commission on August 23, 1996; and
(vi) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 10 filed with the
Commission pursuant to Section 12 of the Exchange Act on July 1, 1993,
and the Amendment to the Registration Statement on Form 10/A filed on
June 2, 1994, including any other amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering made hereby shall be deemed to be incorporated
herein by reference and to be a part hereof on and from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered upon the written or oral request of such person. Requests for such
copies should be directed to the Company, 507 West Tenth Street, West Point,
Georgia 31833, Attention: Secretary, telephone: (706) 645-4000.
3
<PAGE>
THE COMPANY
The Company is engaged directly and indirectly through its subsidiaries
in the manufacture, marketing and distribution of products in two industry
segments: bed and bath home fashions products and knitted fabrics for the
apparel industry.
Through its core Home Fashions business ("Home Fashions"), the Company
manufactures and markets bed and bath home fashions products for distribution to
chain and department stores, mass merchants and specialty stores. Products
manufactured by Home Fashions are manufactured and distributed under owned
trademarks and pursuant to various licensing agreements.
Through its wholly-owned subsidiary, Alamac Knits Fabrics, Inc.
("Alamac"), the Company produces knitted fabrics supplied primarily to
manufacturers of men's, women's and children's apparel.
For a more detailed description of the business of the Company, see the
description set forth in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, which is incorporated herein by reference.
The Company is a Delaware corporation with principal executive offices
located at 507 West Tenth Street, West Point, Georgia 31833. The Company's
telephone number at such address is (706) 645-4000.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective purchasers of the Shares should read and carefully consider the
matters set forth below and in the Registration Statement of which this
Prospectus forms a part prior to making an investment in the Shares.
SUBSTANTIAL LEVERAGE
The Company is highly leveraged. The Company currently has significant
annual cash interest expense in connection with its obligations under its
long-term indebtedness. At September 30, 1996, the Company had total long-term
indebtedness of $1,075 million and a ratio of total long-term indebtedness to
total capitalization of 1.83 to 1.00.
The degree to which the Company is leveraged could have important
consequences to holders of the Shares, including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes will be restricted; (ii) a significant
portion of the Company's cash flow from operations must be dedicated to the
payment of interest on its indebtedness, thereby reducing the funds available to
the Company for its operations; (iii) certain of the Company's borrowings are
and will continue to be at variable rates of interest, which could result in
higher interest expense in the event of an increase in interest rates; and (iv)
such indebtedness contains financial and restrictive covenants, the failure to
comply with which may result in an event of default which, if not cured or
waived, could have a material adverse effect on the Company.
4
<PAGE>
RESTRICTIONS ON OPERATIONS
The Company's senior credit facility imposes certain operating and
financial restrictions on the Company and its subsidiaries, including, without
limitation, limitations on indebtedness, liens, sale/leaseback transactions,
asset sales, transactions with affiliates, operating leases, acquisitions and
investments. The Company's indentures relating to its public indebtedness also
contain certain operating and financial restrictions on the Company and its
subsidiaries. See "--Substantial Leverage" above. In addition, the Company is
required under its senior credit facility to maintain specified financial ratios
and levels, including a minimum consolidated net worth, current ratio and ratio
of EBITDA to interest expense. The restrictive covenants contained in the senior
credit facility and the indentures and the highly leveraged position of the
Company could limit the ability of the Company to respond to changing business
or economic conditions or adverse developments affecting the Company's operating
results.
LOSSES AND ACCUMULATED DEFICIT
At September 30, 1992, due to "Fresh Start" reporting, the Company
eliminated its accumulated deficit of $908.2 million. At September 30, 1996, the
Company had an accumulated deficit of $722.3 million, consisting principally of
amortization of excess reorganization value of $656.4 million, loss on
extinguishment of debt of $80.7 million and restructuring expense of $117.8
million. The Company has reported net income in each quarter subsequent to the
complete amortization of excess reorganization value in the third quarter of
1995. Although a significant portion of the Company's losses and deficits are
the result of non-cash items, there can be no assurance that the Company will
continue to have net income in the future or that it will eliminate its
accumulated deficit.
SEASONALITY AND CYCLICALITY
Traditionally the home fashions and apparel fabrics industries have
been seasonal, with peak sales seasons in the spring and fall. Home Fashions'
commitment to "Strategic Partnering," a program designed to improve customers'
operating results by leveraging the Company's merchandising, manufacturing and
inventory management skills, however, has facilitated, in its market segment, a
more even distribution of products throughout the calendar year. The home
fashions and the apparel fabrics industries are also cyclical, and the Company's
performance may be negatively affected by downturns in consumer spending
associated with recessionary economic environments.
RISK OF LOSS OF MATERIAL CUSTOMER OR LICENSE
The Company's products are sold to mass merchants, chain stores,
department stores, specialty stores and apparel manufacturers. Home Fashions'
seven largest customers accounted for approximately 51% and 51% of the gross
sales of Home Fashions' and 45% and 44% of the gross sales of the Company during
the nine months ended September 30, 1996 and the fiscal year ended December 31,
1995, respectively. Each of these customers has purchased goods from the Company
in each of the last 10 years. Although the Company has no reason to believe that
it will lose the business of any of its largest customers, a loss of any of Home
Fashions' largest accounts (or a material portion of any thereof) would have an
adverse effect upon the Company's business, which could be material. In
addition, a loss of a significant license could have an adverse effect upon the
Company's business, which could be material.
RAW MATERIALS
The principal raw materials used by the Company in the manufacture of
its products are cotton of various grades and staple lengths and polyester in
staple form. Although the Company has been able to acquire sufficient
5
<PAGE>
quantities of cotton for its operations in the past, any shortage in the cotton
supply by reason of weather, disease or other factors, or significant increase
in the price of cotton or polyester, could adversely affect the Company's
operations. To reduce the effect of potential price fluctuations, the Company
makes commitments from time to time for future purchases of cotton.
COMPETITION
The Company participates in highly competitive industry segments. Home
Fashions competes with a number of established manufacturers and distributors of
bed and bath textile products and accessories. Alamac competes with other
knitted fabric mills, converters, commission knitted fabric operations and
vertically integrated apparel manufacturers. The Company's future success will
depend to a significant extent upon its ability to remain a low cost producer
and to remain competitive in the areas of marketing, product development, price,
quality, brand names, manufacturing capabilities, distribution and order
processing. There can be no assurance that the Company will be able to compete
effectively in all of such areas; any failure to compete effectively could
adversely affect the Company's sales and, accordingly, its operations.
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local
environmental laws and regulations governing, among other things, the discharge,
storage, handling and disposal of a variety of hazardous and non-hazardous
substances and wastes used in or resulting from its operations and potential
remediation obligations thereunder. Certain of the Company's facilities
(including certain facilities no longer owned or utilized by the Company) have
been cited or are being investigated with respect to alleged violations of such
laws and regulations. The Company is cooperating fully with relevant parties and
authorities in all such matters. The Company believes that it has adequately
provided in its financial statements for any expenses and liabilities that may
result from such matters. The Company also is insured with respect to certain of
such matters. The Company's operations also are governed by laws and regulations
relating to employee safety and health which, among other things, establish
exposure limitations for cotton dust, formaldehyde, asbestos and noise, and
regulate chemical and ergonomic hazards in the workplace. Although the Company
does not expect that compliance with any of such laws and regulations will
adversely affect the Company's operations, there can be no assurance that such
regulatory requirements will not become more stringent in the future or that the
Company will not incur significant costs in the future to comply with such
requirements.
PRINCIPAL STOCKHOLDER
As of November 20, 1996, Holcombe T. Green, Jr., the Chairman of the
Board and Chief Executive Officer of the Company, beneficially owns 11,615,705
shares of Common Stock (constituting approximately 37.6% of the outstanding
Common Stock), including 11,204,153 shares held directly by WPS Investors L.P.
("WPS Investors"), of which HTG Corp., a company owned by Mr. Green ("HTG
Corp."), is general partner. The 1,200,000 Shares offered hereby will be
distributed by WPS Investors to the Selling Stockholders (which do not include
Mr. Green) and such distribution will decrease Mr. Green's beneficial ownership
of Common Stock accordingly (to approximately 33.7% of the outstanding Common
Stock). Following the sale of the Shares offered hereby, to the Company's
knowledge, only one other stockholder of the Company will beneficially own more
than 5% of the outstanding Common Stock. As a result of his beneficial ownership
of Common Stock and his positions with the Company, Mr. Green will be able to
have significant influence on the Company and on matters subject to vote by the
Company's stockholders.
6
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE
As of November 15, 1996, the Company had outstanding 30,922,201 shares
of Common Stock. Of these shares, 20,484,652 shares, including the 1,200,000
Shares to be sold hereby, will be freely tradeable without restriction under the
Securities Act upon completion of the sale of the Shares offered hereby, unless
purchased by "affiliates" of the Company (as that term is defined in the rules
and regulations under the Securities Act). The remaining 10,437,549 shares of
Common Stock may not be sold unless they are registered under the Securities
Act, or unless an exemption from registration, such as the exemptions provided
by Rule 144 or Rule 144A under the Securities Act, is available.
No predictions can be made as to the effect, if any, that market sales
of shares or the availability of shares for future sale will have on the market
price of shares of Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock in the public market could adversely affect
the market price of the Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock being offered hereby. See "Selling Stockholders".
SELLING STOCKHOLDERS
The Shares offered hereby are owned of record, as of the date of this
Prospectus, by WPS Investors, which holds such shares for the direct or indirect
account of the Selling Stockholders. Immediately prior to any sale of Shares
hereunder by a Selling Stockholder, WPS Investors will transfer such Shares to
such Selling Stockholder. The Selling Stockholders are limited partners of
either WPS Investors or of Green Capital Investors L.P. ("Green Capital"), a
limited partnership which itself is a limited partner of WPS Investors. HTG
Corp. is the general partner of a limited partnership which is the general
partner of Green Capital. None of the Shares offered hereby are being sold by,
or for the account of, Mr. Green or WPS Investors.
The following table sets forth as of November __, 1996 the names of,
and the number of shares of Common Stock owned by, each Selling Stockholder
(including all shares of Common Stock owned by WPS Investors for the direct or
indirect account of each Selling Stockholder). No Selling Stockholder
beneficially owns any shares of Common Stock other than those owned by WPS
Investors for the direct or indirect account of such Selling Stockholder. Since
the Selling Stockholders may sell all, some or none of their Shares, no estimate
can be made of the aggregate number of Shares that are to be offered hereby or
that will be owned for the direct or indirect account of each Selling
Stockholder upon completion of the offering to which this Prospectus relates.
The Shares are being registered to permit public secondary trading of the
Shares, and the Selling Stockholders may offer the Shares for sale from time to
time. See "Plan of Distribution."
7
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership
at November __, 1996(1) Number of
----------------------- Shares
Number Percent Covered by
Selling Stockholders of Shares of Class this Prospectus
- -------------------- --------- -------- ---------------
<S> <C> <C> <C>
General Electric
Capital Corporation (2)(3) ____________ _______ ____________
Georgia-Pacific Master
Trust for Employee
Benefit Plan (2) ____________ _______ ____________
Jackson National
Life Insurance Company (2) ____________ _______ ____________
UBS Capital LLC (4) ____________ _______ ____________
Total [ ] 3.9% 1,200,000
<FN>
(1) Gives effect to transfer of Shares by WPS Investors to the Selling
Stockholders immediately prior to sale of the Shares. Excludes
remaining shares of Common Stock held by WPS Investors, with respect to
which the Selling Stockholders are not deemed to have beneficial
ownership.
(2) General Electric Capital Corporation, Georgia-Pacific Master Trust for
Employee Benefit Plan and Jackson National Life Insurance Company are
limited partners of Green Capital.
(3) Excludes 135,150 shares of Common Stock owned by the General Electric
Pension Trust, as to which the Selling Stockholder disclaims beneficial
ownership.
(4) UBS Capital LLC is a limited partner of WPS Investors.
</FN>
</TABLE>
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholders may effect
sales of the Shares directly, or indirectly by or through underwriters, agents
or broker-dealers and that the Shares may be sold by one or more of the
following methods: (a) an underwritten public offering in which one or more
underwriters participate, (b) ordinary brokerage transactions, (c) purchases by
a broker-dealer as principal and resale by such broker-dealer for its own
account, (d) in "block" sale transactions, and (e) in privately negotiated
transactions. The Shares will be sold at prices and on terms then prevailing, at
prices related to the then-current market price of the Shares, or at negotiated
prices. At the time a particular offer is made, a Prospectus Supplement, if
required, will be distributed that sets forth the name or names of underwriters,
agents or broker-dealers, any documents, commissions and other terms
constituting selling compensation and any other required information. Moreover,
in effecting sales, broker-dealers engaged by any Selling Stockholder and/or the
purchasers of the Shares may arrange for other broker-dealers to participate in
the sale process. Broker-dealers will receive discounts or commissions from the
Selling Stockholder and/or the purchasers of the Shares in amounts which will be
negotiated prior to the time of sale. Sales will be made only through
broker-dealers registered as such in a subject jurisdiction or in transactions
exempt from such registration. Any such underwriters, broker-dealers or agents
may perform services for the Company or its affiliates in the ordinary course of
business. The Company has not been advised of any definitive selling arrangement
at the date of this Prospectus between any Selling Stockholder and any
underwriters, broker-dealer or agent; however, it is anticipated that such
underwriters, broker-dealers or agents may include Merrill Lynch & Co. Merrill
Lynch & Co. may be entitled, under an agreement with the Company, to
indemnification by the Company against certain civil liabilities, including
liabilities under the Securities Act, or to contribution by the Company to
payments that such firm may be required to make in respect of those civil
liabilities.
8
<PAGE>
When Shares are to be sold to underwriters, unless otherwise set forth
in the applicable Prospectus Supplement, the obligations of the underwriters to
purchase the Shares will be subject to certain conditions precedent but the
underwriters will be obligated to purchase all of the Shares if any are
purchased. The Shares will be acquired by the underwriters for their own account
and may be resold by the underwriters, either directly to the public or to
securities dealers, from time to time in one or more transactions, including
negotiated transactions, either at fixed public offering prices or at varying
prices determined at the time of sale. The initial public offering price, if
any, and any concessions allowed or reallowed to dealers, may be changed from
time to time. Those underwriters may be entitled, under agreements with the
Company, to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution by the
Company to payments that they may be required to make in respect of those civil
liabilities.
Any broker or dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to deliver a copy
of this Prospectus, including a Prospectus Supplement, if required, to any
person who purchases any of the Shares from or through such broker or dealer.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. The Selling Stockholders will bear the costs
of registering the Shares under the Securities Act, including the registration
fee under the Securities Act, reasonable fees and disbursements of counsel for
both the Company and the Selling Stockholders, accounting fees and printing
fees. The Selling Stockholders will also bear all other expenses in connection
with this offering, including brokerage commissions.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Weil, Gotshal & Manges LLP (a partnership including professional
corporations), 767 Fifth Avenue, New York, New York 10153.
EXPERTS
The Consolidated Financial Statements of WestPoint Stevens Inc.
appearing in the WestPoint Stevens Inc. Annual Report (Form 10-K) for the year
ended December 31, 1995, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------------------
TABLE OF CONTENTS
PAGE
----
Available Information 2
Incorporation of Certain Documents
by Reference 3
The Company 4
Risk Factors 4
Use of Proceeds 7
Selling Stockholders 7
Plan of Distribution 8
Legal Matters 9
Experts 9
1,200,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
---------------
PROSPECTUS
---------------
______________, 1996
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The table sets forth the expenses expected to be incurred in connection
with the registration of the shares of Common Stock offered hereby. All amounts,
except the SEC Registration Fee, are estimated.
SEC Registration Fee.................................................. $10,182
Legal Fees and Expenses............................................... 25,000
Accounting Fees and Expenses.......................................... 17,000
Miscellaneous......................................................... 2,812
--------
Total........................................................... $55,000
=======
WPS Investors, on behalf of the Selling Stockholders, has agreed to
bear all of the costs of registering the shares of Common Stock under the
Securities Act, including the registration fee under the Securities Act, all
other registration and filing fees, all fees and disbursements of counsel and
accountants retained by the Company and all other expenses incurred by the
Company; such costs (or estimates thereof) have been set forth above. The
Selling Stockholders will bear certain other costs relating to the registration
of the shares of Common Stock under the Securities Act, including all
underwriting discounts and omissions, all transfer taxes and all costs of any
separate legal counsel or other advisors retained by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(1) Section 145 of Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law ("DGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that his conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon adjudication
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of Delaware or such other court shall deem
proper.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
<PAGE>
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made:
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding or
(ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(iii) by the stockholders.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
(2) By-law Provisions on Indemnity. Article V of the Amended and
Restated By-laws of the Company, as the same may be amended from time to time
(the "By-laws"), sets forth the extent to which the Company's directors and
officers may be indemnified by the Company against liabilities which they may
incur while serving in such capacity. Article V generally provides that the
Company shall indemnify the directors and officers of the Company who are or
were a party to any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against expenses (including attorneys' fees and disbursements),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection therewith, provided that the applicable standard of
conduct set forth in Section 145 of DGCL was met and, provided further, that
such indemnification shall be limited to expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in the case of an action or suit
by or in the right of the Company to procure a judgment in its favor. Subject to
the procedures for indemnification of directors and officers set forth in the
By-laws, the indemnification of the Company's directors and officers provided
for therein is in all other respects substantially similar to that provided for
in Section 145 of the DGCL. Any such indemnification shall continue as to a
person who has ceased to be a director or officer of the Company and shall
insure to the benefit of the heirs, executors, and administrators of such
person.
(3) Indemnification Agreements. In addition, each of the directors and
the executive officers of the Company are entitled to indemnification from the
Company pursuant to separate agreements (the "Indemnification Agreements")
between the Company and such persons.
The Company has in effect insurance policies covering all of the
Company's directors and officers in certain instances where by law they may not
be indemnified by the Company.
The above discussion of the By-Laws of the Company and of the
Indemnification Agreements and of Section 145 of the Delaware Code is not
intended to be exhaustive and is qualified in its entirety by such By-Laws,
Indemnification Agreements and the Delaware Code.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
NUMBER Description of Exhibit
------ ----------------------
2.1 Debtors' Joint Plan of Reorganization, dated June 9, 1992,
proposed by West Point Acquisition Corp. (since renamed
WestPoint Stevens Inc.), West Point Subsidiary Corp. (since
renamed Valley Fashions Subsidiary Corp.) and West Point
Tender Corp. (since renamed Valley Fashions Tender Corp.),
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 1-4990) filed by West Point-Pepperell,
Inc. with the Commission on October 1, 1992.
4 Form 15 (Commission File No. 0-21496) filed by the Company
with the Commission on May 25, 1995, incorporated by reference
herein.
5 Opinion of Weil, Gotshal & Manges LLP with respect to legality
of the shares.**
23.1 Consent of Ernst & Young LLP, independent auditors.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion
filed as Exhibit 5)**
24 Powers of Attorney (included on the signature page to the
Registration Statement).
- -------------
*Filed herewith
**To be filed by amendment
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report to
Section 15(d) of the Securities Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding)
<PAGE>
is asserted by such director, officer or controlling person in connection with
the securities being offered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia, on this 26th day of November, 1996.
WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr.
------------------------------
Holcombe T. Green, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., Morgan M.
Schuessler and M. Clayton Humphries, Jr., or any of them, his true and lawful
attorney-in-fact and agent, with full power and substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, could lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Holcombe T. Green, Jr. Chairman of the Board and November 26, 1996
- ---------------------------------------- Chief Executive Officer
Holcombe T. Green, Jr. (principal executive officer)
/s/ Morgan M. Schuessler Executive Vice Nobember 26, 1996
- ---------------------------------------- President/Finance and Chief
Morgan M. Schuessler Financial Officer (principal
financial officer)
/s/ Joseph L. Jennings, Jr. Director, President and November 26, 1996
- ---------------------------------------- Chief Operating Officer
Joseph L. Jennings, Jr.
/s/ J. Nelson Griffith Controller (principal November 26, 1996
- ---------------------------------------- accounting officer)
J. Nelson Griffith
/s/ M. Katherine Dwyer Director November 26, 1996
- ----------------------------------------
M. Katherine Dwyer
/s/ John G. Hudson Director November 26, 1996
- ----------------------------------------
John G. Hudson
/s/ Charles W. McCall Director November 26, 1996
- ----------------------------------------
Charles W. McCall
/s/ Douglas T. McClure, Jr. Director November 26, 1996
- ----------------------------------------
Douglas T. McClure, Jr.
<PAGE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gerald B. Mitchell Director November 26, 1996
- ----------------------------------------
Gerald B. Mitchell
/s/ John F. Sorte Director November 26, 1996
- ----------------------------------------
John F. Sorte
/s/ Phillip Siegel Director November 26, 1996
- ----------------------------------------
Phillip Siegel
</TABLE>
<PAGE>
EXHIBIT INDEX
NUMBER Description of Exhibit
------ ----------------------
2.1 Debtors' Joint Plan of Reorganization, dated June 9, 1992,
proposed by West Point Acquisition Corp. (since renamed
WestPoint Stevens Inc.), West Point Subsidiary Corp. (since
renamed Valley Fashions Subsidiary Corp.) and West Point
Tender Corp. (since renamed Valley Fashions Tender Corp.),
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 1-4990) filed by West Point-Pepperell,
Inc. with the Commission on October 1, 1992.
4 Form 15 (Commission File No. 0-21496) filed by the Company
with the Commission on May 25, 1995, incorporated by reference
herein.
5 Opinion of Weil, Gotshal & Manges LLP with respect to legality
of the shares.**
23.1 Consent of Ernst & Young LLP, independent auditors.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in the opinion
filed as Exhibit 5)**
24 Powers of Attorney (included on the signature page to the
Registration Statement).
- -------------
*Filed herewith
**To be filed by amendment
NYFS08...:\65\80765\0004\1324\PRON136U.24G
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of WestPoint Stevens
Inc. for the registration of 1,200,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 5, 1996, with
respect to the consolidated financial statements and schedule of WestPoint
Stevens Inc. included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Columbus, Georgia
November 21, 1996
