AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1997
REGISTRATION NO. 333-20013
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
WESTPOINT STEVENS INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 2200 36-3498354
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
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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 telephone number, (Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices) including area code, of agent for service)
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Please send copies of communications to:
HOWARD CHATZINOFF, ESQ. ROGER MELTZER, ESQ.
WEIL, GOTSHAL & MANGES LLP CAHILL, GORDON & REINDEL
767 FIFTH AVENUE 80 PINE STREET
NEW YORK, NEW YORK 10153 NEW YORK, NEW YORK 10005
(212) 310-8000 (212) 701-3000
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 register 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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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
- ----------------------------------------------------------------------------------------------------------------------------------
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Common Stock, par value
$.01 per share....................... 2,000,000 $30.75 $61,500,000 $18,637(2)
==================================================================================================================================
<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 February 7, 1997.
(2) A registration fee of $45,401 was previously paid on January 17, 1997.
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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.
================================================================================
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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
PRELIMINARY PROSPECTUS DATED FEBRUARY 11, 1997
PROSPECTUS
1,750,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
----------------
All of the 1,750,000 shares (the "Shares") of common stock (the "Common
Stock") offered hereby (the "Offering") are being sold by certain stockholders
(the "Selling Stockholders") of WestPoint Stevens Inc. ("WestPoint"). See
"Selling Stockholders." WestPoint will not receive any proceeds from the sale of
the Shares.
WestPoint's Common Stock is traded on the Nasdaq National Market
("NASDAQ") under the symbol "WPSN." On February 10, 1997, the last sale price of
the Common Stock, as reported on NASDAQ, was $30 3/8 per share.
SEE "RISK FACTORS" ON PAGE 8 FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
==============================================================================
PRICE TO UNDERWRITING PROCEEDS TO SELLING
PUBLIC DISCOUNT(1) STOCKHOLDERS(2)
- ------------------------------------------------------------------------------
Per Share........... $ $ $
- ------------------------------------------------------------------------------
Total (3)........... $ $ $
==============================================================================
(1) WestPoint, WPS Investors and the Selling Stockholders have agreed to
indemnify the several Underwriters against certain liabilities, including
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) WPS Investors has agreed to pay certain expenses of the Offering estimated
at $97,000.
(3) The Selling Stockholders have granted the Underwriters an option,
exercisable within 30 days after the date hereof, to purchase up to an
additional 250,000 shares of Common Stock, solely to cover
over-allotments, if any. If such option is exercised in full, the total
Price to Public, Underwriting Discount and Proceeds to Selling
Stockholders will be $ , $ and $ , respectively.
See "Underwriting."
----------------
The Shares are offered by the several Underwriters, subject to prior sale,
when, as and if delivered to and accepted by them, and subject to the approval
of certain legal matters by counsel for the Underwriters and certain other
conditions. The Underwriters reserve the right to withdraw, cancel or modify
such offer and reject orders in whole or in part. It is expected that delivery
of the Shares will be made in New York, New York, on or about , 1997.
----------------
MERRILL LYNCH & CO.
GOLDMAN, SACHS & CO.
THE ROBINSON-HUMPHREY COMPANY, INC.
SALOMON BROTHERS INC
WHEAT FIRST BUTCHER SINGER
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THE DATE OF THIS PROSPECTUS IS , 1997.
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IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF 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.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY ENGAGE IN PASSIVE
MARKET MAKING TRANSACTIONS IN THE COMMON STOCK OF WESTPOINT ON NASDAQ IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). SEE "UNDERWRITING."
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
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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.
3
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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 Fast 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
4
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million in capital expenditures to further modernize its facilities. Management
believes that this capital spending 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 and 1996, 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 and 1996 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. In January
1997, WestPoint acquired P.J. Flower & Co. Limited, an English company that
manufactures, markets and distributes bed and bath linens and related home
furnishings products in Europe with approximately $20 million in annual sales.
P.J. Flower & Co. Limited is a supplier in the United Kingdom of private-label,
solid-color sheet and accessory programs and in recent years has added licensed
programs to its core offerings, including the Ralph Lauren Home Collection in
Western Europe and international rights for both Designers Guild and Caroline
Charles. WestPoint intends to increase its penetration of international 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.
5
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SUMMARY FINANCIAL DATA
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.
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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)
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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)
See footnotes on the following page.
6
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NINE MONTHS ENDED YEAR ENDED
SEPTEMBER 30, DECEMBER 31,
------------- ------------
1996 1995 1995 1994 1993(1)
------------ ------------ ---------- -------- ---------
(UNAUDITED) (UNAUDITED)
(in millions, except ratios)
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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 for the nine months ended September 30, 1996 and for the
years ended December 31, 1995, 1994 and 1993 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.
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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
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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 during the nine months ended September 30, 1996 and
the fiscal year ended December 31, 1995, respectively, and 45% and 44%,
respectively, of the gross sales of WestPoint during such periods. 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 WPS Investors L.P. ("WPS
Investors"), of which HTG Corp., a company owned by Mr. Green ("HTG Corp."), is
general partner. The 1,750,000 Shares offered hereby will be distributed by WPS
Investors to the Selling Stockholders (which do not include Mr. Green) and such
distribution will decrease Mr. Green's beneficial ownership of Common Stock
accordingly (to approximately 32.0% of the outstanding Common Stock and, if the
Underwriters' over-allotment option is exercised in full, to approximately 31.2%
of the outstanding Common Stock). 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, 21,209,969 shares, including the 2,000,000 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 9,656,732 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.
10
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDENDS
The Common Stock of WestPoint is listed on NASDAQ under the symbol WPSN.
Such listing became effective on August 2, 1993. Prior thereto, WestPoint's
Common Stock was not listed or admitted to unlisted trading privileges on a
national securities exchange or included for quotation through an inter-dealer
quotation system of a registered national securities association, and there was
a limited trading market for the Common Stock.
The following table sets forth the range of high (ask) and low (bid)
quotations for the Common Stock for the periods indicated, as reported by
NASDAQ:
FISCAL YEAR HIGH LOW
- ----------- ---- ---
1995:
First Quarter . . . . . . . . . . . . . . . . . . . .$ 15 $ 13-1/8
Second Quarter . . . . . . . . . . . . . . . . . . . 19 15
Third Quarter . . . . . . . . . . . . . . . . . . . . 23-1/2 17-1/2
Fourth Quarter. . . . . . . . . . . . . . . . . . . . 22-1/2 17-3/4
1996:
First Quarter . . . . . . . . . . . . . . . . . . . .$ 21-5/8 $ 17-1/2
Second Quarter. . . . . . . . . . . . . . . . . . . . 25 19-1/4
Third Quarter . . . . . . . . . . . . . . . . . . . 29-1/2 22-3/8
Fourth Quarter . . . . . . . . . . . . . . . . . . . 30-1/4 26-1/4
1997:
First Quarter (through February 10, 1997) . . . . . .$ 33-7/8 $ 29
On February 10, 1997, the last sale price for the Common Stock as reported
as NASDAQ was $30 3/8 per share.
WestPoint has not declared any cash dividends on its Common Stock during
the past two fiscal years or the current fiscal year. Under its existing credit
facility WestPoint is permitted to pay dividends from excess cash flow as
defined in the credit facility. WestPoint does not expect to pay dividends to
its stockholders in the near future.
As of February 1, 1997, there were approximately 13,628 holders of
WestPoint's Common Stock. Of that total, approximately 177 were stockholders of
record and approximately 13,451 held their stock in nominee name.
11
<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.
SEPTEMBER 30, 1996
------------------
(DOLLARS IN THOUSANDS)
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............ 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
========
USE OF PROCEEDS
WestPoint will not receive any proceeds from the sale of the Shares by the
Selling Stockholders. See "Selling Stockholders."
12
<PAGE>
SELLING STOCKHOLDERS
The Shares offered hereby are owned of record, as of the date of this
Prospectus, by WPS Investors, which holds such shares for the direct or indirect
account of the Selling Stockholders. Immediately prior to the sale of Shares
hereunder by a Selling Stockholder, WPS Investors will transfer such Shares to
such Selling Stockholder. The Selling Stockholders are limited partners of Green
Capital Investors L.P. ("Green Capital"), a limited partnership which itself is
a limited partner of WPS Investors. HTG Corp. is the general partner of a
limited partnership which is the general partner of Green Capital. None of the
Shares offered hereby are being sold by, or for the account of, Mr. Green or WPS
Investors.
The Selling Stockholders listed in the table below have agreed to sell the
number of shares of Common Stock set forth opposite their respective names. The
following table sets forth as of February , 1997 the names of, and the number of
shares of Common Stock owned by, each Selling Stockholder (including all shares
of Common Stock owned by WPS Investors for the direct or indirect account of
each Selling Stockholder) immediately prior to the consummation of the Offering
and as adjusted to reflect the sale of shares of Common Stock pursuant to the
Offering. All information with respect to beneficial ownership has been
furnished by the respective Selling Stockholders.
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
at February , 1997(1) Total Shares After Offering
Number of Percent to be Sold Number of Percentage
Selling Stockholders Shares of Class In Offering Shares of Class
- -------------------- ------ -------- ----------- ------ --------
<S> <C> <C> <C> <C> <C>
General Electric
Capital Corporation
(2)(3)(4)
Georgia-Pacific Master
Trust for Employee
Benefit Plan(2)(4)
Jackson National Life
Insurance Company(2)(4)
Total 1,750,000
<FN>
(1) Gives effect to transfer of Shares by WPS Investors to the Selling
Stockholders immediately prior to sale of the Shares. Excludes remaining
shares of Common Stock held by WPS Investors, with respect to which the
Selling Stockholders are not deemed to have beneficial ownership.
(2) General Electric Capital Corporation, Georgia-Pacific Master Trust for
Employee Benefit Plan and Jackson National Life Insurance Company are
limited partners of Green Capital.
(3) Excludes 135,150 shares of Common Stock owned by the General Electric
Pension Trust, as to which the Selling Stockholder disclaims beneficial
ownership.
(4) An option to purchase 250,000 additional shares solely to cover
over-allotments, if any, has been granted to the Underwriters by the
Selling Stockholders.
</TABLE>
13
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the purchase agreement
(the "Purchase Agreement") among WestPoint, the Selling Stockholders, WPS
Investors and the Underwriters named below (the "Underwriters"), the Selling
Stockholders have agreed to sell to each of the Underwriters, and each of the
Underwriters severally has agreed to purchase from the Selling Stockholders, the
aggregate number of shares of Common Stock set forth opposite its name below.
NUMBER OF
UNDERWRITER SHARES
----------- ------
Merrill Lynch, Pierce, Fenner & Smith
Incorporated ..........................................
Goldman, Sachs & Co. ...........................................
The Robinson-Humphrey Company, Inc. ............................
Salomon Brothers Inc ..........................................
Wheat, First Securities, Inc. ..................................
Total................................................. 1,750,000
In the Purchase Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth in the Purchase Agreement, to purchase all
of the shares of Common Stock being sold pursuant to the Purchase Agreement, if
any such shares of Common Stock are purchased. In the event of default by an
Underwriter, the Purchase Agreement provides that, under certain circumstances,
the purchase commitments of the non-defaulting Underwriter may be increased or
the Purchase Agreement may be terminated.
The Underwriters have advised WestPoint and the Selling Stockholders that
the Underwriters hereby propose to offer the shares of Common Stock offered
hereby to the public initially at the public offering price set forth on the
cover page of this Prospectus and to certain dealers at such price less a
concession not in excess of $ per share of Common Stock, of which not in excess
of $ per share of Common Stock may be rellowed to certain other dealers. After
the Offering, the public offering price and concession may be changed.
The Selling Stockholders have granted an option to the Underwriters,
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to an aggregate of 250,000 additional shares of Common Stock at the
public offering price set forth on the cover page of this Prospectus, less the
underwriting discount. The Underwriters may exercise this option solely to cover
over-allotments, if any, made on the sale of Common Stock offered hereby. To the
extent that the Underwriters exercise this option, each Underwriter will be
obligated, subject to certain conditions, to purchase the number of additional
shares of Common Stock proportionate to such Underwriter's initial amount
reflected in the foregoing table.
WestPoint, WPS Investors and the executive officers of WestPoint have
agreed that they will not, directly or indirectly, for a period of 90 days
following the date of this Prospectus, sell, offer to sell, grant any option for
the sale of, or otherwise dispose of, any Common Stock, without the prior
consent of the Underwriters; 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
Purchase Agreement is executed, WestPoint may issue Common Stock upon the
conversion of securities or the exercise of warrants outstanding on the date the
Purchase Agreement is executed.
WestPoint, WPS Investors and the Selling Stockholders have agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act.
14
<PAGE>
In connection with this Offering, the Underwriters may engage in passive
market making transactions in the Common Stock on NASDAQ in accordance with Rule
10b-6A under the Exchange Act. Rule 10b-6A permits, upon the satisfaction of
certain conditions, underwriters participating in a distribution that are also
NASDAQ market makers in the security being distributed to engage in limited
market making transactions during the period when Rule 10b-6 under the Exchange
Act would otherwise prohibit such activity. Rule 10b-6A prohibits underwriters
engaged in passive market making, generally, from entering a bid or effecting a
purchase at a price that exceeds the highest bid for those securities displayed
on NASDAQ by a market maker that is not participating in the distribution. Under
Rule 10b-6A, each underwriter engaged in passive market making is subject to a
daily net purchase limitation equal to 30% of such entity's average daily
trading volume during the two full consecutive calendar months immediately
preceding the date of the filing of the registration statement under the
Securities Act pertaining to the security to be distributed.
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. Certain legal matters
in connection with the Shares will be passed upon for the Underwriters by Cahill
Gordon & Reindel (a partnership including a professional corporation), 80 Pine
Street, New York, New York 10005. Certain legal matters will be passed upon for
WPS Investors by Jones, Day, Reavis & Pogue, 3500 One Peachtree Center, Atlanta,
Georgia 30308.
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, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference in this Prospectus. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
15
<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. IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE UNDERWRITERS HEREOF. 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. 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 THE COMPANY
SINCE THE DATES HEREOF.
------------------
TABLE OF CONTENTS
Page
----
Forward-Looking Statements...................................................2
Available Information........................................................2
Incorporation of Certain Documents
by Reference...............................................................3
Prospectus Summary...........................................................4
Risk Factors.................................................................8
Price Range of Common
Stock and Dividends.......................................................11
Capitalization..............................................................12
Use of Proceeds.............................................................12
Selling Stockholders........................................................13
Underwriting................................................................14
Legal Matters...............................................................15
Experts.....................................................................15
1,750,000 SHARES
WESTPOINT
STEVENS INC.
Common Stock
__________________
PROSPECTUS
__________________
MERRILL LYNCH & CO.
GOLDMAN SACHS & CO.
THE ROBINSON-HUMPHREY
COMPANY, INC.
SALOMON BROTHERS INC
WHEAT FIRST BUTCHER SINGER
, 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............................ $18,637
NASD Filing Fee................................. 6,650
Legal Fees and Expenses......................... 25,000
Accounting Fees and Expenses.................... 45,000
Miscellaneous................................... 1,713
-------
Total..................................... $97,000
=======
WPS Investors, on behalf of the Selling Stockholders, has agreed to bear
all of the costs of registering the shares of Common Stock under the Securities
Act, including the registration fee under the Securities Act, all other
registration and filing fees, all fees and disbursements of counsel and
accountants retained by WestPoint and all other expenses incurred by WestPoint;
such costs (or estimates thereof) have been set forth above. The Selling
Stockholders will bear certain other costs relating to the registration of the
shares of Common Stock under the Securities Act, including all underwriting
discounts and commissions, all transfer taxes and all costs of any separate
legal counsel or other advisors retained by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(1) Section 145 of Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law ("DGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that his conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon adjudication
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of Delaware or such other court shall deem
proper.
II-1
<PAGE>
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.
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 the 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 Bylaws, 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 is 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 DGCL is not intended to be
exhaustive and is qualified in its entirety by such By-laws, Indemnification
Agreements and the DGCL.
II-2
<PAGE>
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.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER Description of Exhibit
------ ----------------------
<S> <C>
1 Form of Purchase 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.**
<FN>
- -------------
*Filed herewith
**Previously filed
***To be filed by amendment
</TABLE>
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
II-3
<PAGE>
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-4
<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 this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Atlanta, Georgia, on this 11th day of February, 1997.
WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr.
-------------------------------
Holcombe T. Green, Jr.
Chairman of the Board and Chief
Executive Officer
Pursuant to the requirements of the Securities Act, this Amendment to
the 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 February 11, 1997
- ---------------------------------------- Chief Executive Officer
Holcombe T. Green, Jr. (principal executive officer)
/s/ Morgan M. Schuessler* Executive Vice February 11, 1997
- ---------------------------------------- President/Finance and Chief
Morgan M. Schuessler Financial Officer (principal
financial officer)
/s/ Joseph L. Jennings, Jr.* Vice Chairman of the Board February 11, 1997
- ----------------------------------------
Joseph L. Jennings, Jr.
/s/ J. Nelson Griffith* Controller (principal February 11, 1997
- ---------------------------------------- accounting officer)
J. Nelson Griffith
/s/ M. Katherine Dwyer* Director February 11, 1997
- ----------------------------------------
M. Katherine Dwyer
/s/ John G. Hudson* Director February 11, 1997
- ----------------------------------------
John G. Hudson
/s/ Charles W. McCall* Director February 11, 1997
- ----------------------------------------
Charles W. McCall
/s/ Douglas T. McClure, Jr.* Director February 11, 1997
- ----------------------------------------
Douglas T. McClure, Jr.
II-5
<PAGE>
/s/ Gerald B. Mitchell* Director February 11, 1997
- ----------------------------------------
Gerald B. Mitchell
/s/ John F. Sorte* Director February 11, 1997
- ----------------------------------------
John F. Sorte
/s/ Phillip Siegel* Director February 11, 1997
- ----------------------------------------
Phillip Siegel
</TABLE>
*By: /s/ M. Clayton Humphries, Jr.
- ----------------------------------------
M. Clayton Humphries, Jr.
Attorney-in-Fact
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
NUMBER Description of Exhibit
------ ----------------------
<S> <C>
1 Form of Purchase 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.**
<FN>
- -------------
*Filed herewith
**Previously filed
***To be filed by amendment
</TABLE>
II-7
NYFS08...:\65\80765\0014\1324\PRS2057N.210
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 2,000,000 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
February 11, 1997
