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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period for to
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COMMISSION FILE NO. 0-21496
WESTPOINT STEVENS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3498354
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
507 WEST TENTH STREET, WEST POINT, GEORGIA 31833
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(706) 645-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Name of each exchange
Title of each class on which registered
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Common Stock, $.01 par value NASDAQ
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to be
the best of the Registrant's knowledge, in definitive proxy or information
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $607,550,895 at February 3, 1997. The number of
shares of Common Stock outstanding at February 3, 1997, was 30,916,288.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN A
BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrant's definitive proxy statement to be mailed to
stockholders in connection with the registrant's May 14, 1997 Annual Meeting of
Stockholders are incorporated by reference into Part III hereof.
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<PAGE> 2
Item 6. Selected Financial Data
The selected historical financial data presented below for 1996, 1995
and 1994 were derived from the Audited Consolidated Financial
Statements of the Company and its subsidiaries for the years ended
December 31, 1996, 1995 and 1994 (the "Consolidated Financial
Statements"), and should be read in conjunction therewith, including
the notes thereto and the other financial information included
elsewhere herein. Information for periods subsequent to September 30,
1992 was prepared under the principles of "Fresh Start" reporting and
is not comparable to the information for prior periods. Accordingly, a
bold vertical line has been used to separate such information. The
statement of operations data reflect the discontinuance of all
operations other than Home Fashions and the Alamac Knits Subsidiary.
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YEAR ENDED THREE NINE
DECEMBER 31, MONTHS ENDED MONTHS ENDED
------------------------------------------------ DECEMBER 31, SEPTEMBER 30,
1996 1995 1994 1993(1) 1992 1992 (2)
------------------------------------------------ ------------ -------------
(IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
STATEMENT OF
OPERATIONS DATA:
Net sales $1,723.8 $1,649.9 $1,596.8 $1,501.0 $394.0 $1,102.1
Gross earnings 397.9 384.0 368.0 355.3 90.0 255.6
Operating earnings (loss)(3) 195.6 5.0 (65.8) (258.4) 9.3 87.5
Interest expense 102.4 101.3 102.1 98.2 30.7 177.9
Income (loss) from
operations before income
tax expense (benefit) and
extraordinary items 90.4 (99.4) (180.8) (372.8) (21.7) (704.7)
Income (loss) from
operations before
extraordinary items 57.7 (129.8) (203.4) (321.6) (25.2) (728.9)
Net income (loss) 57.7 (129.8) (203.4) (402.3) (25.2) 422.6
Net income (loss) per common share(4) 1.81 (3.97) (6.02) (12.55) (0.87) -
Weighted average shares outstanding 31.8 32.7 33.8 32.1 29.1
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
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1996 1995 1994 1993 1992(2)
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(IN MILLIONS)
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BALANCE SHEET DATA:
Total assets $1,157.0 $1,143.0 $1,270.2 $1,512.9 $1,979.9
Working capital (deficiency)(5) 140.9 115.7 122.7 159.7 (646.4)
Total debt 1,099.0 1,148.0 1,083.0 1,112.5 1,088.5
Stockholders' equity (deficit) (450.4) (505.9) (337.2) (140.3) 232.0
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED THREE NINE
DECEMBER 31, MONTHS ENDED MONTHS ENDED
----------------------------------------------- DECEMBER 31, SEPTEMBER 30,
(IN MILLIONS, EXCEPT RATIOS) 1996 1995 1994 1993(1) 1992 1992(2)
----------------------------------------------- -------------------- --------------
<S> <C> <C> <C> <C> <C> <C>
OTHER DATA:
Depreciation and amortization(6) $77.0 $80.4 $ 86.2 $ 82.8 $ 22.7 $ 84.5
Amortization of excess reorganization
value (2) - 177.7 236.9 221.6 31.9 -
Restructuring expense - - - 200.0 -
Reorganization expense - - - - - 612.5
Capital expenditures 99.9 102.2 109.0 89.0 16.2 36.3
Operating earnings before amortization
of excess reorganization value,
goodwill amortization and
restructuring expense(7) 195.6 182.7 171.1 163.2 41.1 107.6
Operating margin before amortization
of excess reorganization value,
goodwill amortization and
restructuring expense(8) 11.3% 11.1% 10.7% 10.9% 10.4% 9.8%
</TABLE>
See footnotes on following page.
<PAGE> 3
(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). The charge related to (a) the closing and consolidation of certain
facilities; (b) the write-off of certain equipment; and (c) severance,
outplacement and other costs associated with plant closures and overhead
reductions.
(2)Upon the consummation of a "prepackaged" plan of reorganization, the Company
established a new basis of accounting ("Fresh Start"). In Fresh Start reporting,
the Company's assets and liabilities were evaluated and stated at their fair
values as of September 30, 1992. The resulting adjustments to the Company's
consolidated assets and liabilities, primarily reflecting reorganization
expenses of approximately $612.5 million and an extraordinary gain on debt
discharge of approximately $1,142 million, increased the Company's stockholders'
equity by approximately $1,800 million. The total reorganization value of the
Company was based on management's estimate of the fair value of the Company's
debt and Common Stock. These estimates resulted in management's estimated
reorganization value of approximately $1 billion, of which the Excess
Reorganization Value was $637.5 million.
(3)Operating earnings (loss) 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, for the year ended December 31, 1993 includes restructuring
expense of $200 million, amortization of excess reorganization value of $221.6
million and, for the three months ended December 31, 1992 includes amortization
of excess reorganization value of $31.9 million.
(4)Per share amounts for periods prior to October 1, 1992, have not been
presented because they are not meaningful due to the implementation of "Fresh
Start" reporting.
(5)Working capital (deficiency) for the years ended December 31, 1996, 1995,
1994, 1993 and 1992 includes the current portion of bank indebtedness and other
long-term debt of $24.0 million, $73.0 million, $48.0 million, $18.0 million,
and $998.1 million, respectively.
(6)Excludes amortization of excess reorganization value.
(7)Such amounts are presented to facilitate comparisons between periods since
there were no charges in the 1996 period for amortization of excess
reorganization value, goodwill amortization or restructuring expense.
(8)Operating margin before amortization of excess reorganization value, goodwill
amortization and restructuring expense represents operating earnings before
amortization of excess reorganization value, goodwill amortization and
restructuring expense as a percentage of net sales for the periods presented.
<PAGE> 4
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND SCHEDULES
FINANCIAL STATEMENTS.
Consolidated Financial Statements for the three years ended December 31,
1996.
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Report of Ernst & Young LLP, Independent Auditors........................................ 18
Consolidated Balance Sheets............................................................... 19-20
Consolidated Statements of Operations . . . . . . . . . . ................................ 21
Consolidated Statements of Stockholders' Equity (Deficit)................................. 22
Consolidated Statements of Cash Flows..................................................... 23
Notes to Consolidated Financial Statements................................................ 24-37
</TABLE>
All financial statements required to be filed as part of this Annual Report on
Form 10-K are filed under "Item 8. Financial Statements and Supplementary Data."
FINANCIAL STATEMENT SCHEDULES
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PAGE
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Schedule II -- Valuation and Qualifying Accounts.......................................... 44
</TABLE>
Note: All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and, therefore, have
been omitted.
(b) REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter ended
December 31, 1996.
EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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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.
3.1 Restated Certificate of Incorporation of WestPoint Stevens
Inc., as currently in effect, incorporated by reference to
the Post-Effective Amendment No. 1 Registration Statement on
Form S-1 (Commission File No. 33-77726) filed by the Company
with the Securities and Exchange Commission on May 19, 1994.
3.2 Amended and Restated By-laws of WestPoint Stevens Inc., as
currently in effect, incorporated by reference to the
Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 33-77726) filed by the Company
with the Securities and Exchange Commission on May 19, 1994.
4 Form 15 (Commission File No. 0-21496) filed by the Company
with the Commission on May 25, 1995, incorporated by
reference herein.
10.1 Indenture, dated as of December 10, 1993, between the
Company and First Trust National Association, as trustee,
for the 8 3/4% Senior Notes due 2001, incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.2 Form of 8 3/4% Senior Notes due 2001 (included in the
Indenture filed as Exhibit 10.1), incorporated by reference
to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (Commission File No. 0-21496) filed by the
Company with the Commission.
</TABLE>
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EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.3 Indenture, dated as of December 10, 1993, between the
Company and the Bank of New York, as trustee, for the 9 3/8%
Subordinated Debentures due 2005, incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.4 Form of 9 3/8% Subordinated Debentures due 2005 (included in
the Indenture filed as Exhibit 10.3), incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.5 Rights Agreement, dated as of September 16, 1992, between
the Company, The Bank of New York, as rights agent, as
amended by Amendment No. 1 to Rights Agreement, dated as of
March 12, 1993, and Amendment No. 2 to Rights Agreement,
dated as of December 10, 1993, incorporated by reference to
the Registration Statement on Form 10/A (Commission File No.
0-21496) filed by the Company on January 6, 1994.
10.6 Form of Restated Plan Registration Rights Agreement dated as
of May 7, 1993, among the Company and the Existing Holders
(as defined therein), incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company on July 1, 1993.
10.7 Form of Registration Rights Agreement, dated as of May 7,
1993, among the Company and the Purchaser (as defined
therein) incorporated by reference to Exhibit 1 to the Form
of Securities Purchase Agreement filed as Exhibit 10.13 to
the Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company with the Commission on July 1,
1993.
10.8 Amended and Restated Credit Agreement, dated as of May 7,
1993, by and among West Point-Pepperell, Inc., the banks
listed on the signature pages thereof, Bankers Trust
Company, as administrative agent, and The Chase Manhattan
Bank, N.A., Citicorp USA, Inc., NationsBank of North
Carolina, Inc., The Bank of New York and The Bank of Nova
Scotia, as co-agents, incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by Valley Fashions Corp. with the Commission
on July 1, 1993.
10.9 Employment Agreement, dated as of March 8, 1993, between
West Point-Pepperell, Inc. and Holcombe T. Green, Jr.,
together with Letter, dated as of March 8, 1993, from the
Company to Holcombe T. Green, Jr., incorporated by reference
to the Registration Statement on Form 10 (Commission File
No. 0-21496) filed by Valley Fashions Corp. (since renamed
WestPoint Stevens Inc.) with the Commission on July 1, 1993.
10.10 Employment Agreement, dated as of April 1, 1993, between
West Point-Pepperell, Inc. and Morgan M. Schuessler,
together with Letter, dated as of April 1, 1993, from the
Company to Morgan M. Schuessler, incorporated by reference
to the Registration Statement on Form 10 (Commission File
No. 0-21496) filed by Valley Fashions Corp. (since renamed
WestPoint Stevens Inc.) with the Commission on July 1, 1993.
10.11 Employment Agreement, dated as of February 1, 1993, between
West Point-Pepperell, Inc. and Joseph L. Jennings, Jr.,
incorporated by reference to the Registration Statement on
Form 10 (Commission File No. 0-21496) filed by the Company
with the Commission on July 1, 1993.
10.12 Employment Agreement, dated as of March 8, 1993, between
West Point-Pepperell, Inc. and Thomas J. Ward, incorporated
by reference to the Registration Statement on Form 10
(Commission File No. 0-21496) filed by the Company with the
Commission on July 1, 1993.
10.13 Form of directors and officers Indemnification Agreement
with West Point-Pepperell, Inc., incorporated by reference
to the Registration Statement on Form S-1 (Commission File
No. 33-69858) filed by the Company with the Commission on
October 1, 1993.
10.14 1993 Management Stock Option Plan, incorporated by reference
to the Registration Statement on Form 10 (Commission File
No. 0-21496) filed by the Company with the Commission on
July 1, 1993.
10.15 Description of 1993 Senior Management Incentive Plan,
incorporated by reference to the Company's 1994 Proxy
Statement (Commission File No. 0-21496) filed by the Company
with the Commission.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.16 West Point-Pepperell, Inc. Supplemental Retirement Plan for
Eligible Executives, as amended, incorporated by reference
to the Schedule 14D-9 dated November 3, 1988 (Commission
File No. 1-4490) filed by West Point-Pepperell, Inc. with
the Commission.
10.17 West Point-Pepperell, Inc. Supplemental Executive Retirement
Plan, as amended, incorporated by reference to the Schedule
14D-9 dated November 3, 1988 (Commission File No. 1-4490)
filed by West Point-Pepperell, Inc. with the Commission.
10.18 Indenture, dated as of March 1, 1987, between J.P. Stevens &
Co., Inc. and The Bank of New York, as trustee, for the 9%
Sinking Fund Debentures due 2017 including the First and
Second Supplemental Indentures thereto, incorporated by
reference to the Registration Statement on Form S-1
(Commission File No. 33-69858) filed by the Company with the
Commission on October 1, 1993.
10.19 Credit Agreement, dated as of December 1, 1993, among Valley
Fashions Corp., Bankers Trust Company as Administrative
Agent, the Co-Agents parties thereto and the other financial
institutions parties thereto as amended on December 10,
1993, incorporated by reference to the Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission
File No. 0-21496) filed by the Company with the Commission.
10.20 Revolving Certificate Purchase Agreement, dated as of
December 1, 1993, among WPS Receivables Corporation, the
Company, the Co-Agents and Revolving Purchasers named
therein, Bankers Trust Company, as Administrative Agent, and
NationsBank of North Carolina, N.A., as Agent, incorporated
by reference to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (Commission File No.
0-21496) filed by the Company with the Commission.
10.21 Amendment No. 1 to the Revolving Certificate Purchase
Agreement, dated as of December 10, 1993, among WPS
Receivables Corporation, the Company, the Co-Agents and
Revolving Purchasers named therein, Bankers Trust Company,
as Administrative Agent, and NationsBank of North Carolina,
N.A., as Agent, incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1993 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.22 Pooling and Servicing Agreement, dated as of December 10,
1993, among, WPS Receivables Corporation, as transferor, the
Company, as the initial Servicer, and Chemical Bank, as
Trustee, incorporated by reference to the Current Report on
Form 8-K (Commission File No. 0-21496) filed by the Company
with the Commission on December 10, 1993.
10.23 Receivables Purchase Agreement, dated as of December 10,
1993, among WPS Receivables Corporation, as Purchaser, and
the Company and Alamac Knit Fabrics, Inc., as Sellers,
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 0-21496) filed by the Company with the
Commission on December 10, 1993.
10.24 Form of Securities Purchase Agreement, dated as of March 12,
1993, among the Company, New Street Capital Corporation,
Magten Asset Management Corporation and each Other Holder
(as defined therein), incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company with the Commission on July 1,
1993.
10.25 Amended and Restated Credit Agreement dated November 23,
1994, among the Company, NationsBank of North Carolina, N.A.
as Administrative Agent, the Co-Agents parties thereto and
the other financial institutions parties thereto,
incorporated by reference to the Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994
(Commission File No. 0-21496) filed by the Company with the
Commission.
10.26 WestPoint Stevens Inc. 1994 Non-Employee Directors Stock
Option Plan, incorporated by reference to the Annual Report
on Form 10-K/A for the fiscal year ended December 31, 1994
(Commission File No. 0-21496) filed by the Company with the
Commission.
10.27 Amended and Restated Pooling and Servicing Agreement, dated
as of May 27, 1994, among WPS Receivables Corporation, the
Company and Chemical Bank, incorporated by reference to the
Registration Statement on Form S-1, Amendment No. 2
(Commission File No. 33-76956) filed by WPS Receivables
Corporation with the Commission on May 24, 1994.
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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10.28 Revolving Certificate Purchase Agreement, dated as of May
27, 1994, among WPS Receivables Corporation, the Company,
the Co-Agents and Revolving Purchasers named therein,
Bankers Trust Company, as Administrative Agent, and
NationsBank of North Carolina, N.A., as Agent, incorporated
by reference to the Registration Statement on Form S-1,
Amendment No. 3 (Commission File No. 33-76956) filed by WPS
Receivables Corporation with the Commission on May 16, 1994.
10.29 Amended and Restated Receivables Purchase Agreement, dated
as of May 27, 1994, among WPS Receivables Corporation, as
Purchaser, and the Company and Alamac Knit Fabrics, Inc., as
Sellers, incorporated by reference to the Registration
Statement on Form S-1, Amendment No. 3 (Commission File No.
33-76956) filed by WPS Receivables Corporation with the
Commission on May 16, 1994.
10.30 Series 1994-1 Supplement, dated as of May 27, 1994, to the
Amended and Restated Pooling and Servicing Agreement, among
WPS Receivables Corporation, the Company and Chemical Bank,
incorporated by reference to the Registration Statement on
Form S-1, Amendment No. 3 (Commission File 33-76956) filed
by WPS Receivables Corporation with the Commission on May
16, 1994.
10.31 Series 1994-R Supplement, dated as of May 27, 1994, to the
Amended and Restated Pooling and Servicing Agreement, among
WPS Receivables Corporation, the company and Chemical Bank,
incorporated by reference to the Registration Statement on
Form S-1, Amendment No. 3 (Commission File No. 33-76956)
filed by WPS Receivables Corporation with the Commission on
May 16, 1994.
10.32 WestPoint Stevens Inc. Amended and Restated 1994
Non-Employee Directors Stock Option Plan, incorporated by
reference to the Form 10-Q for the quarterly period ended
June 30, 1995 (Commission File No. 0-21496) filed by the
Company with the Commission on August 9, 1995.
10.33 Description of Senior Management Incentive Plan,
incorporated by reference to the Company's 1995 Proxy
Statement (Commission File No. 0-21496) filed by the Company
with the Commission on April 7, 1995.
10.34 WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan,
incorporated by reference to the Registration Statement Form
S-8 (Registration No. 33-95580) filed by the Company on
August 11, 1995.
10.35 Credit Agreement dated December 4, 1995, among Alamac Knit
Fabrics, Inc., as Borrower, Alamac Enterprises Inc. and AIH
Inc., as Guarantors, the Lenders identified therein and
NationsBank, N.A., as Agent.
10.36 Amendment Agreement dated December 4, 1995 among the
Company, NationsBank, N.A., The Bank of New York, The First
National Bank of Boston, The First National Bank of Chicago,
The Nippon Credit Bank, Ltd., Wachovia Bank of Georgia,
N.A., Trust Company Bank, AmSouth Bank of Alabama and ABN
AMRO Bank, N.V., incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1995 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.37 Form of directors and officers Indemnification Agreement
with the Company, incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1995 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.38 WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan
(As Amended), incorporated by reference to the Annual Report
on Form 10-K for the fiscal year ended December 31, 1995
(Commission File No. 0-21496) filed by the Company with the
Commission.
10.39 Tax Settlement Form 870-AD between WestPoint Stevens Inc.
(successor-in-interest to Cluett, Peabody & Co., Inc.) and
the Internal Revenue Service dated December 11, 1995,
incorporated by reference to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-21496) filed by the Company with the Commission.
</TABLE>
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EXHIBIT DESCRIPTION OF EXHIBIT
NUMBER ----------------------
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10.40 Tax Settlement Form 870-AD between WestPoint Stevens Inc.
(successor-in-interest to WestPoint-Pepperell, Inc.) and the
Internal Revenue Service dated August 29, 1995, incorporated
by reference to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (Commission File No.
0-21496) filed by the Company with the Commission.
10.41 Tax Settlement Form 870-AD between J.P. Stevens & Co., Inc.
and the Internal Revenue Service dated August 29, 1995,
incorporated by reference to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-21496) filed by the Company with the Commission.
10.42 Second Amendment and Waiver Agreement dated as of January
23, 1997, among the Company, NationsBank, N.A. (formerly
known as NationsBank of North Carolina, N.A., the Bank of
New York, The First National Bank of Boston, The First
National Bank of Chicago, The Nippon Credit Bank, Ltd.,
Wachovia Bank of Georgia, N.A., SunTrust Bank, Atlanta
(formerly known as Trust Company Bank), AmSouth Bank of
Alabama, and ABN AMRO Bank, N.V.
10.43 Credit Agreement dated as of January 23, 1997, among
WestPoint Stevens (UK) Limited, P.J. Flower & Co. Limited,
as the Borrowers, the Company as Guarantor, the several
lenders identified on the signature pages thereto and such
other lenders as may from time to time become a party
thereto and NationsBank, N.A., as agent for the Lenders.
10.44 First Amendment to the WestPoint Stevens Inc. Supplemental
Retirement Plan dated as of September 6, 1996.
10.45 Employment Agreement effective January 1, 1997 between the
Company and Joseph L. Jennings superseding the Employment
Agreement of February 1, 1993.
11 Statement re: Computation of earnings per share.
21 List of Subsidiaries of the Registrant
23 Consent of Ernst & Young LLP, independent auditors.
27 Financial Data Schedule (for SEC use only)
</TABLE>
<PAGE> 9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTPOINT STEVENS INC.
(Registrant)
By: /s/ Christopher N. Zodrow
-----------------------------------
Christopher N. Zodrow
Title: Vice President and Secretary
Date: March 13, 1997
<PAGE> 10
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NUMBERED
NUMBER DESCRIPTION OF EXHIBIT PAGE
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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.
3.1 Restated Certificate of Incorporation of WestPoint Stevens *
Inc., as currently in effect, incorporated by reference to
the Post-Effective Amendment No. 1 Registration Statement on
Form S-1 (Commission File No. 33-77726) filed by the Company
with the Securities and Exchange Commission on May 19, 1994.
3.2 Amended and Restated By-laws of WestPoint Stevens Inc., as *
currently in effect, incorporated by reference to the
Post-Effective Amendment No. 1 to Registration Statement on
Form S-1 (Commission File No. 33-77726) filed by the Company
with the Securities and Exchange Commission on May 19, 1994.
4 Form 15 (Commission File No. 0-21496) filed by the Company *
with the Commission on May 25, 1995, incorporated by
reference herein.
10.1 Indenture, dated as of December 10, 1993, between the *
Company and First Trust National Association, as trustee,
for the 8 3/4% Senior Notes due 2001, incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.2 Form of 8 3/4% Senior Notes due 2001 (included in the *
Indenture filed as Exhibit 10.1), incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.3 Indenture, dated as of December 10, 1993, between the *
Company and The Bank of New York, as trustee, for the 9 3/8%
Subordinated Debentures due 2005, incorporated by reference
to the Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 (Commission File No. 0-21496) filed by the
Company with the Commission.
10.4 Form of 9 3/8% Subordinated Debentures due 2005 (included in *
the Indenture filed as Exhibit 10.3), incorporated by
reference to the Annual Report on Form 10-K for the fiscal
year ended December 31, 1993 (Commission File No. 0-21496)
filed by the Company with the Commission.
10.5 Rights Agreement, dated as of September 16, 1992, between *
the Company, the Bank of New York, as rights agent, as
amended by Amendment No. 1 to Rights Agreement, dated as of
March 12, 1993, and Amendment No. 2 to Rights Agreement,
dated as of December 10, 1993, incorporated by reference to
the Registration Statement on Form 10/A (Commission File No.
0-21496) filed by the Company on January 6, 1994.
10.6 Form of Restated Plan Registration Rights Agreement dated as *
of May 7, 1993, among the Company and the Existing Holders
(as defined therein), incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company on July 1, 1993.
10.7 Form of Registration Rights Agreement, dated as of May 7, *
1993, among the Company and the Purchaser (as defined
therein) incorporated by reference to Exhibit 1 to the Form
of Securities Purchase Agreement filed as Exhibit 10.13 to
the Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company with the Commission on July 1,
1993.
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10.8 Amended and Restated Credit Agreement, dated as of May 7, *
1993, by and among West Point-Pepperell, Inc., the banks
listed on the signature pages thereof, Bankers Trust
Company, as administrative agent, and The Chase Manhattan
Bank, N.A., Citicorp USA, Inc., NationsBank of North
Carolina, Inc., The Bank of New York and The Bank of Nova
Scotia, as co-agents, incorporated by reference to the
Registration Statement on From 10 (Commission File No.
0-21496) filed by Valley Fashions Corp. with the Commission
on July 1, 1993.
10.9 Employment Agreement, dated as of March 8, 1993, between *
West Point-Pepperell, Inc. and Holcombe T. Green, Jr.,
together with Letter, dated as of March 8, 1993, from the
Company to Holcombe T. Green, Jr., incorporated by reference
to the Registration Statement on Form 10 (Commission File
No. 0-21496) filed by Valley Fashions Corp. (since renamed
WestPoint Stevens Inc.) with the Commission on July 1, 1993.
10.10 Employee Agreement, dated as of April 1, 1993, between West *
Point-Pepperell, Inc. and Morgan M. Schuessler, together
with Letter, dated as of April 1, 1993, from the Company to
Morgan M. Schuessler, incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by Valley Fashions Corp. (since renamed
WestPoint Stevens Inc.) with the Commission on July 1, 1993.
10.11 Employment Agreement, dated as of February 1, 1993, between *
West Point-Pepperell, Inc. and Joseph L. Jennings, Jr.,
incorporated by reference to the Registration Statement on
Form 10 (Commission File No. 0-21496) filed by the Company
with the Commission on July 1, 1993.
10.12 Employee Agreement, dated as of March 8, 1993, between West *
Point-Pepperell, Inc. and Thomas J. Ward, incorporated by
reference to the Registration Statement on Form 10
(Commission File No. 0-21496) filed by the Company with the
Commission on July 1, 1993.
10.13 Form of directors and officers Indemnification Agreement *
with West Point-Pepperell, Inc. incorporated by reference
to the Registration Statement on Form S-1 (Commission File
No. 33-69858) filed by the Company with the Commission on
October 1, 1993.
10.14 1993 Management Stock Option Plan, incorporated by reference *
to the Registration Statement on Form 10 (Commission File
No. 0-21496) filed by the Company with the Commission on
July 1, 1993.
10.15 Description of 1993 Senior Management Incentive Plan, *
incorporated by reference to the Company's 1994 Proxy
Statement (Commission File No. 0-21496) filed by the Company
with the Commission.
10.16 West Point-Pepperell, Inc. Supplemental Retirement Plan for *
Eligible Executives, as amended, incorporated by reference
to the Schedule 14D-9 dated November 3, 1988 (Commission
File No. 1-4490) filed by West Point-Pepperell, Inc. with
the Commission.
10.17 West Point-Pepperell, Inc. Supplemental Executive Retirement *
Plan, as amended, incorporated by reference to the
Schedule 14D-9 dated November 3, 1988 (Commission File No.
1-4490) filed by West Point-Pepperell, Inc. with the
Commission.
10.18 Indenture, dated as of March 1, 1987, between J. P. Stevens *
& Co., Inc. and The Bank of New York, as trustee, for the
9% Sinking Fund Debentures due 2017 including the First and
Second Supplemental Indentures thereto, incorporated by
reference to the Registration Statement on Form S-1
(Commission File No. 33-69858) filed by the Company with the
Commission on October 1, 1993.
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10.19 Credit Agreement, dated as of December 1, 1993, among Valley *
Fashions Corp., Bankers Trust Company as Administrative
Agent, the Co-Agents parties thereto and the other financial
institutions parties thereto as amended on December 10,
1993, incorporated by reference to the Annual Report on Form
10-K for the fiscal year ended December 31, 1993 (Commission
File No. 0-21496) filed by the Company with the Commission.
10.20 Revolving Certificate Purchase Agreement, dated as of *
December 1, 1993, among WPS Receivables Corporation, the
Company, the Co-Agents and Revolving Purchasers named
therein, Bankers Trust Company, as Administrative Agent, and
NationsBank of North Carolina, N.A., as Agent, incorporated
by reference to the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 (Commission File No.
0-21496) filed by the Company with the Commission.
10.21 Amendment No. 1 to the Revolving Certificate Purchase *
Agreement, dated as of December 10, 1993, among WPS
Receivables Corporation, the Company, the Co-Agents and
Revolving Purchasers named therein, Bankers Trust Company,
as Administrative Agent, and NationsBank of North Carolina,
N.A., as Agent, incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1993 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.22 Pooling and Servicing Agreement, dated as of December 10, *
1993, among, WPS Receivables Corporation, as transferor,
the Company, as the initial Servicer, and Chemical Bank, as
Trustee, incorporated by reference to the Current Report on
Form 8-K (Commission File No. 0-21496) filed by the Company
with the Commission on December 10, 1993.
10.23 Receivables Purchase Agreement, dated as of December 10, *
1993, among WPS Receivables Corporation, as Purchaser, and
the Company and Alamac Knit Fabrics, Inc., as Sellers,
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 0-21496) filed by the Company with the
Commission on December 10, 1993.
10.24 Form of Securities Purchase Agreement, dated as of March 12, *
1993, among the Company, New Street Capital Corporation,
Magten Asset Management Corporation and each Other Holder
(as defined therein), incorporated by reference to the
Registration Statement on Form 10 (Commission File No.
0-21496) filed by the Company with the Commission on July 1,
1993.
10.25 Amended and Restated Credit Agreement dated November 23, *
1994, among the Company, NationsBank of North Carolina,
N.A. as Administrative Agent, the Co-Agents parties thereto
and the other financial institutions parties thereto,
incorporated by reference to the Annual Report on Form
10-K/A for the fiscal year ended December 31, 1994
(Commission File No. 0-21496) filed by the Company with the
Commission.
10.26 WestPoint Stevens Inc. 1994 Non-Employee Directors Stock *
Option Plan, incorporated by reference to the Annual
Report on Form 10-K/A for the fiscal year ended December 31,
1994 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.27 Amended and Restated Pooling and Servicing Agreement, dated *
as of May 27, 1994, among WPS Receivables Corporation, the
Company and Chemical Bank, incorporated by reference to the
Registration Statement on Form S-1, Amendment No. 2
(Commission File No. 33-76956) filed by WPS Receivables
Corporation with the Commission on May 24, 1994.
10.28 Revolving Certificate Purchase Agreement, dated as of May *
27, 1994, among WPS Receivables Corporation, the Company,
the Co-Agents and Revolving Purchasers named therein,
Bankers Trust Company, as Administrative Agent, and
NationsBank of North Carolina, N.A., as Agent, incorporated
by reference to the Registration Statement on Form S-1,
Amendment No. 3 (Commission File No. 33-76956) filed by WPS
Receivables Corporation with the Commission on May 16, 1994.
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10.29 Amended and Restated Receivables Purchase Agreement, dated *
as of May 27, 1994, among WPS Receivables Corporation, as
Purchaser, and the Company and Alamac Knit Fabrics, Inc., as
Sellers, incorporated by reference to the Registration
Statement on Form S-1, Amendment No. 3 (Commission File No.
33-76956) filed by WPS Receivables Corporation with the
Commission on May 16, 1994.
10.30 Series 1994-1 Supplement, dated as of May 27, 1994, to the *
Amended and Restated Pooling and Servicing Agreement,
among WPS Receivables Corporation, the Company and Chemical
Bank, incorporated by reference to the Registration
Statement on Form S-1, Amendment No. 3 (Commission File
33-76956) filed by WPS Receivables Corporation with the
Commission on May 16, 1994.
10.31 Series 1994-R Supplement, dated as of May 27, 1994, to the *
Amended and Restated Pooling and Servicing Agreement,
among WPS Receivables Corporation, the company and Chemical
Bank, incorporated by reference to the Registration
Statement on Form S-1, Amendment No. 3 (Commission File No.
33-76956) filed by WPS Receivables Corporation with the
Commission on May 16, 1994.
10.32 WestPoint Stevens Inc. Amended and Restated 1994 *
Non-Employee Directors Stock Option Plan, incorporated by
reference to the Form 10-Q for the quarterly period ended
June 30, 1995 (Commission File No. 0-21496) filed by the
Company with the Commission on August 9, 1995.
10.33 Description of Senior Management Incentive Plan, *
incorporated by reference to the Company's 1995 Proxy
Statement (Commission File No. 0-21496) filed by the
Company with the Commission on April 7, 1995.
10.34 WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan, *
incorporated by reference to the Registration Statement
Form S-8 (Registration No. 33-95580) filed by the Company on
August 11, 1995.
10.35 Credit Agreement dated December 4, 1995, among Alamac Knit *
Fabrics, Inc., as Borrower, Alamac Enterprises Inc. and
AIH Inc., as Guarantors, the Lenders identified therein and
NationsBank, N.A., as Agent.
10.36 Amendment Agreement dated December 4, 1995 among the *
Company, NationsBank, N.A., The Bank of New York, The
First National Bank of Boston, The First National Bank of
Chicago, The Nippon Credit Bank, Ltd., Wachovia Bank of
Georgia, N.A., Trust Company Bank, AmSouth Bank of Alabama
and ABN AMRO Bank, N.V., incorporated by reference to the
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (Commission File No. 0-21496) filed by the
Company with the Commission.
10.37 Form of directors and officers Indemnification Agreement *
with the Company, incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1995 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.38 WestPoint Stevens Inc. 1995 Key Employee Stock Bonus Plan *
(As Amended), incorporated by reference to the Annual
Report on Form 10-K for the fiscal year ended December 31,
1995 (Commission File No. 0-21496) filed by the Company with
the Commission.
10.39 Tax Settlement Form 870-AD between WestPoint Stevens Inc. *
(successor-in-interest to Cluett, Peabody & Co., Inc.) and
the Internal Revenue Service dated December 11, 1995,
incorporated by reference to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-21496) filed by the Company with the Commission.
10.40 Tax Settlement Form 870-AD between WestPoint Stevens Inc. *
(Successor-in-interest to West Point-Pepperell, Inc.) and
the Internal Revenue Service dated August 29, 1995,
incorporated by reference to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-21496) filed by the Company with the Commission.
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10.41 Tax Settlement Form 870-AD between J.P. Stevens & Co., Inc. *
and the Internal Revenue Service dated August 29, 1995,
incorporated by reference to the Annual Report on Form 10-K
for the fiscal year ended December 31, 1995 (Commission File
No. 0-21496) filed by the Company with the Commission.
10.42 Second Amendment and Waiver Agreement dated as of January *
23, 1997, among the Company, NationsBank, N.A. (formerly
known as NationsBank of North Carolina, N.A., the Bank of
New York, The First National Bank of Boston, The First
National Bank of Chicago, The Nippon Credit Bank, Ltd.,
Wachovia Bank of Georgia, N.A., SunTrust Bank, Atlanta
(formerly known as Trust Company Bank), AmSouth Bank of
Alabama, and ABN AMRO Bank, N.V.
10.43 Credit Agreement dated as of January 23, 1997, among *
WestPoint Stevens (UK) Limited, P.J. Flower & Co. Limited,
as the Borrowers, the Company as Guarantor, the several
lenders identified on the signature pages thereto and such
other lenders as may from time to time become a party
thereto and NationsBank, N.A., as agent for the Lenders.
10.44 First Amendment to the WestPoint Stevens Inc. Supplemental *
Retirement Plan dated as of September 6, 1996.
10.45 Employment Agreement effective January 1, 1997 between the *
Company and Joseph L. Jennings superseding the Employment
Agreement of February 1, 1993.
11 Statement re: Computation of earnings per share. *
21 List of Subsidiaries of the Registrant *
23 Consent of Ernst & Young LLP, independent auditors. *
27 Financial Data Schedule (for SEC use only) *
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