AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
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 code,
of registrant's principal of agent for service)
executive offices)
----------------
Please send copies of communications to:
HOWARD CHATZINOFF, ESQ. ALAN L. BELLER, ESQ.
WEIL, GOTSHAL & MANGES LLP CLEARY, GOTTLIEB, STEEN & HAMILTON
767 FIFTH AVENUE ONE LIBERTY PLAZA
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10006-1470
(212) 310-8000 (212) 225-2000
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. [_]
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. [_]
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<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................. 4,600,000 $32.57 $149,822,000 $45,401
=================================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933,
as amended, based upon the average of the high and low prices of shares as reported on NASDAQ on January 16, 1997.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATES UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION
JANUARY 17, 1997
PROSPECTUS
4,000,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
($.01 PAR VALUE)
Pursuant to the terms of the % Exchangeable Notes Due , 2000 (the "Debt
Exchangeable for Common StockSM" or "DECSSM") of Salomon Inc, a Delaware
corporation ("Salomon"), Salomon may deliver to the holders of the DECS common
stock, par value $.01 per share (the "Common Stock"), of WestPoint Stevens Inc.
("WestPoint"). This Prospectus relates to the delivery by Salomon pursuant to
the DECS of up to 4,000,000 shares of Common Stock, plus up to an additional
600,000 shares of Common Stock with respect to DECS solely to cover
over-allotments, that Salomon may receive from one or more limited partnerships
controlled by Holcombe T. Green, Jr. (collectively, the "Partnership"). This
Prospectus accompanies a Prospectus Supplement and Prospectus of Salomon
(together, the "DECS Prospectus") relating to the sale of 4,000,000 DECS, plus
up to an additional 600,000 DECS solely to cover over-allotments (the "DECS
Offering"). WestPoint will not receive any of the proceeds from the sale of the
DECS or delivery thereunder of the shares of Common Stock to which this
Prospectus relates. WestPoint takes no responsibility for any information
included in or omitted from the DECS Prospectus. The DECS Prospectus does not
constitute a part of this Prospectus nor is it incorporated by reference herein.
WestPoint and the Partnership have agreed, subject to certain exceptions, not to
sell, without the prior written consent of Salomon Brothers Inc ("Salomon
Brothers"), any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock for a period of 90 days after the
date of this Prospectus. See "Plan of Distribution."
The Common Stock is traded on the Nasdaq National Market ("NASDAQ") under the
symbol "WPSN." On January 16, 1997, the last reported sale price of the Common
Stock, as reported on NASDAQ, was $32-1/8 per share.
"Debt Exchangeable for Common Stock" and "DECS" are service marks of Salomon
Brothers.
SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CAREFULLY CONSIDERED BY PROSPECTIVE PURCHASERS.
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 , 1997.
<PAGE>
IN CONNECTION WITH THE DECS OFFERING, THE UNDERWRITER OF THE DECS MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE
OF THE DECS OR THE COMMON STOCK OF WESTPOINT AT A LEVEL ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON
NASDAQ, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
FORWARD-LOOKING STATEMENTS
Certain information incorporated by reference into this Prospectus under
the caption "Risk Factors," and elsewhere include "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995, and
is subject to the safe harbor created by that Act. There are several important
factors that could cause actual results to differ materially from those
anticipated by the forward-looking statements contained in such discussions.
Additional information on the risk factors which could affect WestPoint's
financial results is included in this Prospectus and in other documents
incorporated by reference herein.
AVAILABLE INFORMATION
WestPoint is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by WestPoint may be inspected and copied
at the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material may be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. In addition, material filed by WestPoint can be
inspected at the offices of the NASDAQ National Market at 1735 K Street, N.W.,
Washington, D.C. 20006-1506. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including WestPoint.
WestPoint has filed with the Commission a Registration Statement on Form
S-3 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement and the exhibits and schedules filed as a part thereof, as permitted
by the rules and regulations of the Commission. For further information with
respect to WestPoint and the Common Stock, reference is hereby made to such
Registration Statement, including the exhibits and schedules filed as a part
thereof. Statements contained in this Prospectus as to the contents of any
contract or other documents referred to herein are not necessarily complete and
where such contract or other document is an exhibit to the Registration
Statement, each such statement is qualified in all respects by the provisions of
such exhibit, to which reference is hereby made for a full statement of the
provisions thereof. The Registration Statement, including the exhibits filed as
a part thereof, may be inspected without charge at the public reference
facilities maintained by the Commission as set forth in the preceding paragraph.
Copies of these documents may be obtained at prescribed rates from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549.
2
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and the amendments thereto) have been filed by
WestPoint (File No. 0-21496) and are incorporated herein by reference:
(i) WestPoint's Annual Report on Form 10-K for its fiscal year ended
December 31, 1995 (the "Form 10-K");
(ii) WestPoint's Quarterly Report on Form 10-Q for its fiscal
quarter ended March 31, 1996;
(iii) WestPoint's Quarterly Report on Form 10-Q for its fiscal
quarter ended June 30, 1996;
(iv) WestPoint's Quarterly Report on Form 10-Q for its fiscal
quarter ended September 30, 1996;
(v) WestPoint's Report on Form 8-K, filed with the Commission on
August 23, 1996; and
(vi) The description of WestPoint's Common Stock contained in
WestPoint'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 WestPoint pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering shall be deemed to be incorporated herein by
reference and to be a part hereof 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 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. Subject
to the foregoing, all information appearing in this Prospectus is qualified in
its entirety by the information appearing in the documents incorporated by
reference herein.
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 WestPoint, 507 West Tenth Street, West Point, Georgia 31833,
Attention: Secretary, telephone: (706) 645-4000.
------------------------
"Debt Exchangeable for Common Stock" and "DECS" are service marks of Salomon
Brothers Inc.
3
<PAGE>
PROSPECTUS SUMMARY
WESTPOINT
WestPoint Stevens Inc. ("WestPoint") is the nation's leading manufacturer
and marketer of bed and bath home fashions products and is also a leading
domestic manufacturer of knitted sportswear fabrics. Management believes that
WestPoint is the lowest cost producer in the bed and bath home fashions products
industry in the United States and that WestPoint is able to achieve
significantly higher operating margins than its competitors as a result of its
low-cost position, well-known brand names, sophisticated distribution systems
and strong relationships with customers.
WestPoint is the largest producer of bed linens and bath towels in the
United States. Management estimates that it has the largest market share
(approximately 35%) of the domestic bed linen market and the second largest
market share (approximately 34%) of the domestic bath towel market. WestPoint
has positioned itself as a single-source supplier to retailers of bed and bath
products, offering a broad assortment of products across multiple price points.
The breadth of WestPoint's products and price points allows WestPoint to provide
a comprehensive product offering for each major distribution channel, including
chain and department stores, mass merchants and specialty bed and bath stores.
WestPoint's products include decorative sheets and towels, designer sheets and
accessories, sheets and towels for institutions, blankets, private label sheets
and towels, bedskirts, bedspreads, comforters and duvet covers in a variety of
fabrics and a wide assortment of colors and patterns.
WestPoint markets its products under well-known and firmly established
trademarks, brand names and private labels, which WestPoint uses as
merchandising tools to assist its customers in coordinating their product
offerings and differentiating their products from those of their competitors.
WestPoint's trademarks include ATELIER MARTEX(R), MARTEX(R), UTICA(R),
STEVENS(TM), LADY PEPPERELL(R) AND VELLUX(R). In addition, certain products of
the Home Fashions Division are manufactured and sold pursuant to licensing
agreements under designer names that include, among others, Ralph Lauren,
Sanderson, Larry Laslo, Julie Ingleman and Halston.
BUSINESS STRATEGY
WestPoint's business strategy is to strengthen its market leadership
position by increasing awareness of its brand names, leveraging its technology
to reinforce its position as the low-cost producer, continuously innovating
ahead of the competition and expanding its international presence.
Brand Name Recognition - WestPoint's marketing abilities are becoming
increasingly important in creating sales and profit growth. In the last two
years, WestPoint has significantly raised its investment in consumer
advertising. The Martex campaign unveiled in 1995 -- The Bare Necessities -- set
a new standard for the industry.
Among its achievements are:
o More than 100 million impressions via home and shelter magazines.
o Sharply increased consumer brand recognition of Martex.
o Many advertising and industry awards, including the Gold Medallion
award from the American Marketing Effectiveness Council.
WestPoint's overall advertising strategy is to maintain the strong brand
image of all of its lines, while highlighting innovative products and important
line extensions. WestPoint targets specific market segments through national
consumer magazines and retailer catalogs.
Low-cost producer with the fastest response time to customers - WestPoint
intends to maintain its position as the low-cost producer in the home fashions
industry. In the last four years, WestPoint has invested nearly $400 million in
capital expenditures to further modernize its facilities. Management believes
that this capital spending
4
<PAGE>
program firmly established WestPoint as the industry's low-cost producer which
enables WestPoint to introduce quality products at attractive price points for
both retailers and consumers. Technology expenditures have also allowed
WestPoint to increase production speed and become more responsive to customer
needs. In 1995, WestPoint expanded its use of category management software, a
tool for analyzing the relationships between stock levels, shelf positions and
sales results. This technology allows WestPoint's customers to reduce inventory
and increase inventory turns, thus improving profits by having the right
products and quantities in stock virtually all the time.
Other major new technological advances have made internal communications
and design much faster. WestPoint's information network now seamlessly connects
sales, merchandising, manufacturing, and administrative managers. Newly
installed digital rendering technology takes CAD (computer-assisted design)
product designs and digitally transforms them into room settings, thereby
eliminating many steps in traditional product development.
Product Innovation - WestPoint has been a leader in product innovation.
For instance, WestPoint created the wrinkle-free cotton sheet category, of which
WestPoint has the dominant market share. In addition to offering significant
growth opportunities, innovative new products provide value to consumers,
increased sales and margins for retail customers and enhanced profitability for
WestPoint.
To consumers seeking finer fashion products in the luxury category,
WestPoint has been a pioneer and market leader. Atelier Martex, WestPoint's
premium luxury brand, experienced rapid growth in 1995 with favorable consumer
acceptance. The innovations from this line have now been introduced in other
brands and private label programs. WestPoint anticipates sustained growth in the
category and is investing in increased product development to maintain
leadership.
International Expansion - WestPoint distributes its products to Canada,
Mexico, the United Kingdom, Europe, the Middle East and the Far East.
WestPoint's Canadian subsidiary recently celebrated its 25th anniversary and has
exhibited consistent growth. WestPoint has doubled the number of distribution
outlets for its products in Canada and continues to increase its market share.
International sales currently represent approximately 3% of sales. WestPoint
intends to increase its penetration of foreign markets.
------------------------
For a more detailed description of the business of WestPoint, see the
description set forth in the Form 10-K, which is incorporated herein by
reference.
WestPoint is a Delaware corporation with its principal executive offices
located at 507 West Tenth Street, West Point, Georgia 31833. WestPoint's
telephone number at such address is (706) 645-4000.
THE OFFERING
The DECS are being offered by Salomon pursuant to the DECS Prospectus.
Pursuant to the terms of the DECS, Salomon may deliver Common Stock to the
holders of the DECS at maturity pursuant to the terms thereof. This Prospectus
relates to the delivery by Salomon pursuant to the DECS of up to 4,000,000
shares of Common Stock (assuming no exercise by the Underwriter of the
over-allotment option) that Salomon may receive from the Partnership. For a
description of the relationship between the Partnership and WestPoint, see "Risk
Factors--Principal Stockholder."
5
<PAGE>
SUMMARY FINANCIAL INFORMATION
The summary historical financial data presented below for 1995, 1994 and
1993 were derived from the Audited Consolidated Financial Statements of
WestPoint and its subsidiaries for the years ended December 31, 1995, 1994 and
1993 (the "Consolidated Financial Statements") and from the Condensed
Consolidated Financial Statements (Unaudited) of WestPoint and its subsidiaries
for the nine months ended September 30, 1996 and 1995 (the "Condensed
Consolidated Financial Statements" and together with the Consolidated Financial
Statements, the "Financial Statements"), and should be read in conjunction
therewith, including the notes thereto and the other financial information
incorporated by reference to the Form 10-K and Management's Discussion and
Analysis of Financial Condition and Results of Operations.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1996 1995 1995 1994 1993(1)
---- ---- ---- ---- -------
(UNAUDITED) (UNAUDITED)
(in millions, except per share data)
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STATEMENT OF
OPERATIONS DATA:
Net sales $1,268.8 $1,227.1 $1,649.9 $1,596.8 $1,501.0
Gross earnings 293.0 285.7 384.0 368.0 355.3
Operating earnings (loss) (2) 139.5 (46.5) 5.0 (65.8) (258.4)
Interest expense 77.2 76.4 101.3 102.1 98.2
Income (loss) from
operations before income
tax expense (benefit) and
extraordinary items 60.3 (125.2) (99.4) (180.8) (372.8)
Income (loss) from
operations before
extraordinary items 38.4 (145.7) (129.8) (203.4) (321.6)
Net income (loss) 38.4 (145.7) (129.8) (203.4) (402.3)
Net income (loss) per common share 1.20 (4.43) (3.97) (6.02) (12.55)
</TABLE>
<TABLE>
<CAPTION>
September 30, December 31,
------------
1996 1995 1994 1993
---- ---- ---- ----
(in millions) (unaudited)
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BALANCE SHEET DATA:
Total assets $1,142.7 $1,143.0 $1,270.2 $1,512.9
Working capital (3) 143.3 115.7 122.7 159.7
Total debt 1,122.5 1,148.0 1,083.0 1,112.5
Stockholders' equity (deficit) (4) (489.1) (505.9) (337.2) (140.3)
</TABLE>
See footnotes on the following page.
6
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<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1996 1995 1995 1994 1993(1)
------------ ------------ ---------- -------- ---------
(UNAUDITED) (UNAUDITED)
(in millions, except ratios)
<S> <C> <C> <C> <C> <C>
OTHER DATA:
Depreciation and amortization (5) $58.6 $65.5 $ 80.4 $ 86.2 $ 82.8
Amortization of excess reorganization
value -- 177.7 177.7 236.9 221.6
Restructuring expense -- -- -- -- 200.0
Capital expenditures 50.6 54.4 102.2 109.0 89.0
Operating earnings before amortization
of excess reorganization value and
restructuring expense 139.5 131.2 182.7 171.1 163.2
Operating margin before amortization
of excess reorganization value and
restructuring expense (6) 11.0% 10.7% 11.1% 10.7% 10.9%
<FN>
- ---------------
(1) The results for the year ended December 31, 1993 include restructuring
expense of $200 million ($117.8 million after minority interest and income
taxes).
(2) Operating earnings (loss) for the nine months ended September 30, 1995
includes amortization of excess reorganization value of $177.7 million, for
the year ended December 31, 1995 includes amortization of excess
reorganization value of $177.7 million, for the year ended December 31, 1994
includes amortization of excess reorganization value of $236.9 million and
for the year ended December 31, 1993 includes restructuring expense of $200
million and amortization of excess reorganization value of $221.6 million.
(3) Working capital includes the current portion of bank indebtedness and other
long-term debt of $47.5 million, $73.0 million, $48.0 million and $18.0
million, respectively.
(4) WestPoint emerged from bankruptcy in September 1992 and adopted "Fresh
Start" reporting. WestPoint has a deficit stockholders' equity primarily due
to the amortization from 1992 to 1995 of $656.4 million of excess
reorganization value, the loss on extinguishment of debt of $80.7 million
and restructuring expenses of $117.8 million in 1993.
(5) Excludes amortization of excess reorganization value.
(6) Operating margin before amortization of excess reorganization value and
restructuring expense represents operating earnings before amortization of
excess reorganization value and restructuring expense as a percentage of net
sales for the periods presented.
</FN>
</TABLE>
7
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RISK FACTORS
The following factors should be considered in connection with an
investment in WestPoint Common Stock. Any one or more of such factors may cause
WestPoint's actual results for various financial reporting periods to differ
materially from those expressed in any forward-looking statements made by or on
behalf of WestPoint.
SUBSTANTIAL LEVERAGE
WestPoint is highly leveraged. WestPoint currently has significant annual
cash interest expense in connection with its obligations under its long-term
indebtedness. At September 30, 1996, WestPoint 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 WestPoint is leveraged could have important
consequences to holders of the Common Stock, including, but not limited to, the
following: (i) WestPoint'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
WestPoint's cash flow from operations must be dedicated to the payment of
interest on its indebtedness, thereby reducing the funds available to WestPoint
for its operations; (iii) certain of WestPoint'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 WestPoint.
RESTRICTIONS ON OPERATIONS
WestPoint's senior credit facility imposes certain operating and financial
restrictions on WestPoint and its subsidiaries, including, without limitation,
limitations on indebtedness, liens, sale/leaseback transactions, asset sales,
transactions with affiliates, operating leases, acquisitions and investments.
WestPoint's indentures relating to its public indebtedness also contain certain
operating and financial restrictions on WestPoint and its subsidiaries. See
"--Substantial Leverage" above. In addition, WestPoint 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 WestPoint could
limit the ability of WestPoint to respond to changing business or economic
conditions or adverse developments affecting WestPoint's operating results.
LOSSES AND ACCUMULATED DEFICIT
WestPoint emerged from bankruptcy in September 1992 and adopted "Fresh
Start" reporting. At September 30, 1996, WestPoint had an accumulated deficit of
$722.3 million primarily due to the amortization from 1992 to 1995 of excess
reorganization value of $656.4 million, the loss on extinguishment of debt of
$80.7 million and restructuring expenses of $117.8 million in 1993. WestPoint
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 WestPoint's losses and deficits are the result of
non-cash items, there can be no assurance that WestPoint 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 WestPoint's merchandising, manufacturing and
inventory management skills, however, has facilitated a more even distribution
of products throughout the calendar year in its market
8
<PAGE>
segment. The home fashions and the apparel fabrics industries are also cyclical,
and WestPoint's performance may be negatively affected by downturns in consumer
spending associated with recessionary economic environments.
RISK OF LOSS OF MATERIAL CUSTOMER OR LICENSE
WestPoint's products are sold to mass merchants, chain stores, department
stores, specialty stores, apparel manufacturers and institutional buyers. 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 WestPoint
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 WestPoint in each of the last 10 years. Although WestPoint 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 WestPoint's business, which could be material.
In addition, a loss of a significant license could have an adverse effect upon
WestPoint's business, which could be material.
RAW MATERIALS
The principal raw materials used by WestPoint in the manufacture of its
products are cotton of various grades and staple lengths and polyester in staple
form. Although WestPoint has been able to acquire sufficient quantities of
cotton for its operations in the past, any shortage in the cotton supply by
reason of weather, disease or other factors, or a significant increase in the
price of cotton or polyester, could adversely affect WestPoint's operations. To
reduce the effect of potential price fluctuations, WestPoint makes commitments
from time to time for future purchases of cotton.
COMPETITION
WestPoint 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. WestPoint's wholly-owned
subsidiary, Alamac Knits Fabrics, Inc., competes with other knitted fabric
mills, converters, commission knitted fabric operations and vertically
integrated apparel manufacturers. WestPoint'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 WestPoint will be able to compete effectively in
all of these areas; any failure to compete effectively could adversely affect
WestPoint's sales and, accordingly, its operations.
ENVIRONMENTAL AND EMPLOYEE SAFETY AND HEALTH MATTERS
WestPoint 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 WestPoint's facilities (including certain
facilities no longer owned or utilized by WestPoint) have been cited or are
being investigated with respect to alleged violations of such laws and
regulations. WestPoint is cooperating fully with relevant parties and
authorities in all such matters. WestPoint believes that it has adequately
provided in its financial statements for any expenses and liabilities that may
result from such matters. WestPoint also is insured with respect to certain of
such matters. WestPoint'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 WestPoint
does not expect that compliance with any of such laws and regulations will
adversely affect WestPoint's operations, there can be no assurance that such
regulatory requirements will not become more stringent in the future or that
WestPoint will not incur significant costs in the future to comply with such
requirements.
9
<PAGE>
PRINCIPAL STOCKHOLDER
As of January 9, 1997, Holcombe T. Green, Jr., the Chairman of the Board
and Chief Executive Officer of WestPoint, beneficially owned 11,628,958 shares
of Common Stock (constituting approximately 37.7% of the outstanding Common
Stock), including 11,204,153 shares held directly by one or more limited
partnerships controlled by Mr. Green (including the Partnership). Upon the
maturity of the DECS (assuming no exercise by the Underwriter of the
over-allotment option), the 4,000,000 shares of Common Stock to which this
Prospectus relates may, at the option of the Partnership, be delivered by the
Partnership to Salomon in satisfaction of certain obligations to Salomon and/or
its affiliates. Immediately after the issuance of the DECS, however, the number
of shares of Common Stock beneficially owned by Mr. Green will remain unchanged.
As a result of his beneficial ownership of Common Stock and his positions with
WestPoint, Mr. Green will continue to be able to have significant influence on
WestPoint and on matters subject to vote by WestPoint's stockholders.
SHARES ELIGIBLE FOR FUTURE SALE
As of January 9, 1997, WestPoint had outstanding 30,866,701 shares of
Common Stock. Of these shares, 23,809,969 shares, including the 4,600,000 shares
of Common Stock covered by the Registration Statement of which this Prospectus
forms a part, 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 WestPoint (as that term is defined in the rules and
regulations under the Securities Act). The remaining 7,056,732 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.
IMPACT OF THE DECS ON THE MARKET FOR THE COMMON STOCK
It is not possible to predict accurately how or whether any market that
develops for the DECS will influence the market for the Common Stock. For
example, the price of the Common Stock could become more volatile and could be
depressed by investors' anticipation of the potential distribution into the
market of substantial additional amounts of Common Stock upon the maturity of
the DECS, by possible sales of Common Stock by investors who view the DECS as a
more attractive means of equity participation in WestPoint and by hedging or
arbitrage trading activity that may develop involving the DECS and the Common
Stock.
10
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of WestPoint at
September 30, 1996. This table should be read in conjunction with the
Consolidated Financial Statements and Condensed Consolidated Financial
Statements of WestPoint and the related notes thereto and other information
incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
SEPTEMBER 30, 1996
(DOLLARS IN THOUSANDS)
<S> <C>
Current portion of long-term debt:
Senior Credit Facility:
Revolver .............................................. $ 47,500
===========
Long-term debt, excluding current portion:
Senior Credit Facility:
Revolver .............................................. $ 50,000
8 3/4% Senior Notes Due 2001 .............................. 400,000
93/8% Senior Subordinated Debentures Due 2005 ............. 550,000
9% Sinking Fund Debentures Due 2017 ....................... 75,000
-----------
Total long-term debt .................................. 1,075,000
-----------
Stockholders' equity (deficit):
Common Stock and capital in excess of par value:
Common Stock, $.01 par value; 75 million shares
authorized, 34,688,950 shares issued and
outstanding ....................................... 329,169
Accumulated Deficit ....................................... (722,331)
Treasury Stock; 3,628,592 shares at cost .................. (63,906)
Minimum Pension Liability Adjustment, net of taxes
of $20,034 ............................................ (32,003)
-----------
Total stockholders' equity (deficit) .................. (489,071)
-----------
Total capitalization .................................. $ 585,929
===========
</TABLE>
USE OF PROCEEDS
WestPoint will not receive any proceeds from the sale of the DECS by
Salomon.
11
<PAGE>
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Underwriting
Agreement (the "Underwriting Agreement") among Salomon, WestPoint, the
Partnership and Salomon Brothers Inc (the "Underwriter"), Salomon has agreed to
sell to the Underwriter, and the Underwriter has agreed to purchase the
aggregate number of DECS set forth opposite its name below:
NUMBER OF
UNDERWRITER DECS
----------- ----
Salomon Brothers Inc..................................... 4,000,000
---------
Total............................................... 4,000,000
=========
In the Underwriting Agreement, the Underwriter has agreed, subject to the
terms and conditions set forth therein, to purchase all of the DECS offered
pursuant to the DECS Prospectus (other than those subject to the over-allotment
option described below) if any such DECS are purchased.
Salomon has been advised by the Underwriter that it proposes to offer the
DECS directly to the public initially at the public offering price set forth on
the cover of the DECS Prospectus and to certain dealers at such prices less a
concession not in excess of $ per DECS. The Underwriter may allow, and such
dealers may reallow, a concession not in excess of $ per DECS to other dealers.
After the initial public offering, such public offering price and such
concession and reallowance may be changed.
WestPoint and the Partnership have agreed not to (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock or
(ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the Common
Stock, whether any such transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise, for a period of at least 90 days from the date of this Prospectus
without the prior written consent of the Underwriter; provided, however, that
WestPoint may issue and sell Common Stock pursuant to any employee stock option
plan, stock ownership plan or dividend reinvestment plan of WestPoint in effect
on the date the Underwriting Agreement is executed, WestPoint may issue Common
Stock upon the conversion of securities or the exercise of warrants outstanding
on the date the Underwriting Agreement is executed and the Partnership may
pledge shares of Common Stock in connection with certain financing arrangements.
Salomon has granted to the Underwriter an option, exercisable for the
30-day period after the date of the DECS Prospectus, to purchase up to an
additional 600,000 DECS from Salomon, at the same price per DECS as the initial
DECS to be purchased by the Underwriter. The Underwriter may exercise such
option only for the purpose of covering over-allotments, if any, incurred in
connection with the sale of DECS offered pursuant to the DECS Prospectus.
The DECS will be a new issue of securities with no established trading
market. The Underwriter intends to make a market in the DECS, subject to
applicable laws and regulations. However, the Underwriter is not obligated to do
so and any such market-making may be discontinued at any time at the sole
discretion of the Underwriter without notice. Accordingly, no assurance can be
given as to the liquidity of such market.
The Underwriting Agreement provides that Salomon, WestPoint and the
Partnership will indemnify the Underwriter against certain liabilities,
including liabilities under the Securities Act, or contribute to payments the
Underwriter may be required to make in respect thereof. The Underwriting
Agreement also provides that WestPoint and the Partnership will indemnify
Salomon against certain liabilities, including liabilities under the Securities
Act, or contribute to payments Salomon may be required to make in respect
thereof.
12
<PAGE>
Pursuant to a Purchase Agreement between the Partnership and Salomon (the
"Purchase Agreement"), Salomon has agreed, subject to the terms and conditions
set forth therein, to purchase a number of securities from the Partnership (the
"Partnership DECS") equal to the aggregate number of DECS to be purchased by the
Underwriter from Salomon pursuant to the Underwriting Agreement (including any
DECS to be purchased by the Underwriter upon exercise of the over-allotment
option). Pursuant to the terms of the Partnership DECS, the Partnership will be
obligated to deliver to Salomon at or prior to maturity of the DECS a number of
shares of Common Stock (or, at the Partnership's option, the cash equivalent)
that are expected to have the same value as the shares of Common Stock delivered
by Salomon pursuant to the DECS. For further information, see the DECS
Prospectus.
The Underwriter is an indirect wholly owned subsidiary of Salomon. The
participation of the Underwriter in the offer and sale of the DECS complies with
the requirements of Rule 2720 of Conduct Rules of the National Association of
Securities Dealers, Inc. regarding the underwriting by the Underwriter of the
securities of its parent.
In the ordinary course of their respective businesses the Underwriter and
its affiliates have engaged in and may in the future engage in commercial and
investment banking transactions with Salomon, WestPoint and the Partnership and
their respective affiliates.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for
WestPoint 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 at December 31, 1995
and 1994 and for each of the three years in the period ended December 31, 1995,
which appear in the Form 10-K, incorporated by reference in this Prospectus,
have been incorporated herein in reliance upon the report of Ernst & Young LLP,
independent auditors, given on the authority of such firm as experts in
accounting and auditing.
13
<PAGE>
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by WestPoint or the Underwriter. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of WestPoint since
the dates as of which information is given in this Prospectus. This Prospectus
does not constitute an offer or solicitation 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.
Table of Contents
Page
Forward-Looking Statements................................................ 2
Available Information..................................................... 2
Incorporation of Certain Documents
by Reference............................................................ 3
Prospectus Summary........................................................ 4
Risk Factors.............................................................. 8
Capitalization............................................................ 11
Use of Proceeds........................................................... 11
Plan of Distribution...................................................... 12
Legal Matters............................................................. 13
Experts................................................................... 13
4,000,000 Shares
WestPoint Stevens Inc.
Common Stock
($.01 Par Value)
Prospectus
Dated , 1997
<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 and National Association of Securities Dealers, Inc.
("NASD") Filing Fees, are estimated.
SEC Registration Fee............................ $ 45,401
NASD Filing Fee................................. 15,483
Legal Fees and Expenses......................... 25,000
Accounting Fees and Expenses.................... 45,000
Miscellaneous................................... 4,116
-------
Total..................................... $135,000
=======
The Partnership 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 WestPoint and all other
expenses incurred by WestPoint; such costs (or estimates thereof) have been set
forth above.
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.
II-1
<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 WestPoint, as the same may be amended from time to time (the
"By-laws"), sets forth the extent to which WestPoint's directors and officers
may be indemnified by WestPoint against liabilities which they may incur while
serving in such capacity. Article V generally provides that WestPoint shall
indemnify the directors and officers of WestPoint 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 WestPoint 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
WestPoint 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 WestPoint'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 WestPoint and shall inure 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 WestPoint are entitled to indemnification from WestPoint
pursuant to separate agreements (the "Indemnification Agreements") between
WestPoint and such persons.
WestPoint has in effect insurance policies covering all of WestPoint's
directors and officers in certain instances where by law they may not be
indemnified by WestPoint.
The above discussion of the By-Laws of WestPoint 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 WestPoint as
disclosed above, WestPoint 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.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
NUMBER Description of Exhibit
1 Form of Underwriting Agreement.**
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 WestPoint 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) 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.
(2) 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.
(3) 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) 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.
II-3
<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 17th day of January, 1997.
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 January 17, 1997
- --------------------------- Chief Executive Officer
Holcombe T. Green, Jr. (principal executive officer)
/s/ Morgan M. Schuessler Executive Vice January 17, 1997
- --------------------------- President/Finance and Chief
Morgan M. Schuessler Financial Officer (principal
financial officer)
/s/ Joseph L. Jennings, Jr. Vice Chairman of the Board January 17, 1997
- ---------------------------
Joseph L. Jennings, Jr.
/s/ J. Nelson Griffith Controller (principal January 17, 1997
- --------------------------- accounting officer)
J. Nelson Griffith
/s/ M. Katherine Dwyer Director January 17, 1997
- ---------------------------
M. Katherine Dwyer
/s/ John G. Hudson Director January 17, 1997
- ---------------------------
John G. Hudson
/s/ Charles W. McCall Director January 17, 1997
- ---------------------------
Charles W. McCall
/s/ Douglas T. McClure, Jr. Director January 17, 1997
- ----------------------------
Douglas T. McClure, Jr.
<PAGE>
/s/ Gerald B. Mitchell Director January 17, 1997
- ---------------------------
Gerald B. Mitchell
/s/ John F. Sorte Director January 17, 1997
- ---------------------------
John F. Sorte
/s/ Phillip Siegel Director January 17, 1997
- ---------------------------
Phillip Siegel
</TABLE>
<PAGE>
EXHIBIT INDEX
NUMBER Description of Exhibit
1 Form of Underwriting Agreement.**
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 WestPoint 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
<PAGE>
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 4,600,000 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
January 17, 1997
