AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997
REGISTRATION NO. 333-32895
================================================================================
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)
DELAWARE 2200 36-3498354
(State or other jurisdiction of (Primary Standard (I.R.S. Employer
Incorporation or organization) Industrial Classification Identification No.)
Code Number)
CHRISTOPHER N. ZODROW
507 WEST TENTH STREET VICE PRESIDENT AND SECRETARY
WEST POINT, GEORGIA 31833 507 WEST TENTH STREET
(706) 645-4000 WEST POINT, GEORGIA 31833
(706) 645-4000
(Address, including zip code, and
telephone number, including area (Address, including zip code,
code, of registrant's principal and telephone number, including
executive offices) area code, of agent for service)
----------------
Please send copies of communications to:
HOWARD CHATZINOFF, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended ("Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [x]
If this form is filed to registered additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
------------------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share....................... 500,000 $37.06 $18,531,250 $5,615.53
==================================================================================================================================
</TABLE>
(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 August 4, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATES UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 15, 1997
500,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
----------------
This Prospectus relates to the offer and sale of up to 500,000 shares
(the "Shares") of the common stock, $.01 par value (the "Common Stock"), of
WestPoint Stevens Inc. (the "Company"). The Shares will be offered for sale by
certain stockholders of the Company (the "Selling Stockholders") from time to
time in transactions effected on the NASDAQ National Market (or any national
securities exchange or U.S. inter-dealer quotation system of a registered
national securities association, on which the Shares are then listed), in
privately negotiated transactions, in an underwritten offering, or in a
combination of such methods of sale. Such methods of sale may be conducted at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. The Selling Stockholders may
effect such transactions directly, or indirectly through underwriters,
broker-dealers or agents acting on their behalf and, in connection with such
sales, such underwriters, broker-dealers or agents may receive compensation in
the form of commissions or discounts from the Selling Stockholders and/or the
purchasers of the Shares for whom they may act as agent or to whom they sell
Shares as principal or both (which commissions or discounts might be in excess
of customary commissions). To the extent required, the names of any
underwriters, agents or broker-dealers, and applicable commissions or discounts
and any other required information with respect to any particular offer of
Shares by the Selling Stockholders, will be set forth in a Prospectus
Supplement. The Company will not receive any proceeds from the sale of the
Shares. See "Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders and any agents or broker-dealers that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act of 1933,
as amended (the "Securities Act"), and, in such event, any commissions received
by them and any profit on the resale of the Shares may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Company's Common Stock is traded on the Nasdaq National Market
("NASDAQ") under the symbol "WPSN." On August 14, 1997, the last sale price of
the Common Stock, as reported on NASDAQ, was $41.375 per share.
SEE "RISK FACTORS" ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS WHICH
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
The date of this Prospectus is ________ ___, 1997.
<PAGE>
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 the
Company's financial results is included in this Prospectus and in other
documents incorporated by reference herein.
AVAILABLE INFORMATION
The Company 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"). The reports, proxy
statements and other information filed by the Company with the Commission may be
inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048; and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and at the
Commission's Web site at (http://www.sec.gov). Copies of such material also may
be obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition, certain
material filed by the Company can be inspected at the offices of the NASDAQ
National Market at 1735 K Street, N.W., Washington, D.C. 20006-1506, through
which the Company's Common Stock is quoted.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 filed by the Company with the Commission under the Securities Act. This
Prospectus omits certain of the information contained in the Registration
Statement, and reference is hereby made to the Registration Statement and to the
exhibits relating thereto for further information with respect to the Company
and the Common Stock. Any statements contained herein concerning the provisions
of any document are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents (and the amendments thereto) filed by the
Company (File No. 0-21496) with the Commission pursuant to the Exchange Act are
incorporated herein by reference and are made a part hereof:
(i) The Company's Annual Report on Form 10-K and Form 10-K/A
for its fiscal year ended December 31, 1996 (the "Form 10-K");
(ii) The Company's Quarterly Report on Form 10-Q for its
fiscal quarter ended March 31, 1997;
(iii) The Company's Current Report on Form 8-K, filed with the
Commission on February 18, 1997;
(iv) The Company's Current Report on Form 8-K, filed with the
Commission on July 21, 1997;
(v) The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended June 30, 1997; and
(vi) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 10 filed with the
Commission pursuant to Section 12 of the Exchange Act on July 1, 1993,
and the Amendment to the Registration Statement on Form 10/A filed on
June 2, 1994, including any other amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering made hereby shall be deemed to be incorporated
herein by reference and to be a part hereof on and from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference in this Prospectus shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
Copies of all documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents), will be provided without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered upon the written or oral request of such person. Requests for such
copies should be directed to the Company, 507 West Tenth Street, West Point,
Georgia 31833, Attention: Secretary, telephone: (706) 645-4000.
3
<PAGE>
THE COMPANY
The Company is 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. See "Recent Developments." Management believes that
the Company is the lowest cost producer in the bed and bath home fashions
products industry in the United States and that the Company 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.
The Company is the largest producer in the domestic bed and bath towel
market. Management estimates that it has the largest market share (approximately
36%) of the domestic sheet and pillowcase market and that the Company's market
share (approximately 40%) of the domestic bath towel market approximates that of
the other leading producer in that market. The Company 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 the
Company's products and price points allows the Company to provide a
comprehensive product offering for each major distribution channel, including
chain and department stores, mass merchants and specialty bed and bath stores.
The Company'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.
The Company markets its products under well-known and firmly
established trademarks, brand names and private labels, which the Company uses
as merchandising tools to assist its customers in coordinating their product
offerings and differentiating their products from those of their competitors.
The Company's trademarks include ATELIER MARTEX(R), MARTEX(R), UTICA(R),
STEVENS(R), LADY PEPPERELL(R) and VELLUX(R). In addition, certain products are
manufactured and sold pursuant to licensing agreements under designer names that
include, among others, Ralph Lauren, Sanderson, Halston and Star Wars.
For a more detailed description of the business of the Company, see the
description set forth in the 10-K, which is incorporated herein by reference.
The Company is a Delaware corporation with principal executive offices
located at 507 West Tenth Street, West Point, Georgia 31833. The Company's
telephone number at such address is (706) 645-4000.
4
<PAGE>
RECENT DEVELOPMENTS
On February 21, 1997, the Company completed a transaction with The Bibb
Company ("Bibb") in which the Company purchased substantially all assets related
to Bibb's towel operations at the Rosemary Complex in Roanoke Rapids, North
Carolina.
On July 16, 1997, the Company announced that it had entered into a
definitive agreement to sell its subsidiaries AIH Inc., Alamac Knit Fabrics,
Inc. and Alamac Enterprises Inc. (collectively, "Alamac"), which manufactures
knitted sportswear fabrics, to a subsidiary of the Dyersburg Corporation
("Dyersburg"). In the transaction, Dyersburg will purchase Alamac, other than
its cash, accounts receivable of approximately $42.5 million and a yarn mill
located in Whitmire, South Carolina, for approximately $126 million. The
Whitmire facility will be transferred by the Company to its Home Fashions
business. Dyersburg has entered into contractual commitments, subject to
customary closing conditions, for the necessary financing to conclude the Alamac
transaction. The Alamac transaction is subject to financing and customary
closing conditions, including receipt of applicable regulatory clearances. It is
anticipated that the transactions will be consummated in early September 1997;
however, there can be no assurance that the Alamac transaction will be
consummated at such time or at all.
RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective purchasers of the Shares should read and carefully consider the
matters set forth below and in the Registration Statement of which this
Prospectus forms a part prior to making an investment in the Shares. Any one or
more of such factors may cause the Company'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 the Company.
SUBSTANTIAL LEVERAGE
The Company is highly leveraged. The Company currently has significant
annual cash interest expense in connection with its obligations under its
long-term indebtedness. At June 30, 1997, the Company had total long-term
indebtedness of $1,075 million and a ratio of total long-term indebtedness to
total capitalization of 1.72 to 1.00.
The degree to which the Company is leveraged could have important
consequences to holders of the Shares, including, but not limited to, the
following: (i) the Company's ability to obtain additional financing in the
future for working capital, capital expenditures, acquisitions, general
corporate purposes or other purposes will be restricted; (ii) a significant
portion of the Company's cash flow from operations must be dedicated to the
payment of interest on its indebtedness, thereby reducing the funds available to
the Company for its operations; (iii) certain of the Company's borrowings are
and will continue to be at variable rates of interest, which could result in
higher interest expense in the event of an increase in interest rates; and (iv)
such indebtedness contains financial and restrictive covenants, the failure to
comply with which may result in an event of default which, if not cured or
waived, could have a material adverse effect on the Company.
RESTRICTIONS ON OPERATIONS
The Company's senior credit facility imposes certain operating and
financial restrictions on the Company and its subsidiaries, including, without
limitation, limitations on indebtedness, liens, sale/leaseback transactions,
asset sales, transactions with affiliates, operating leases, acquisitions and
investments. The Company's indentures
5
<PAGE>
relating to its public indebtedness also contain certain operating and financial
restrictions on the Company and its subsidiaries. See "--Substantial Leverage"
above. In addition, the Company is required under its senior credit facility to
maintain specified financial ratios and levels, including a minimum consolidated
net worth, current ratio and ratio of EBITDA to interest expense. The
restrictive covenants contained in the senior credit facility and the indentures
and the highly leveraged position of the Company could limit the ability of the
Company to respond to changing business or economic conditions or adverse
developments affecting the Company's operating results.
LOSSES AND ACCUMULATED DEFICIT
At September 30, 1992, due to "Fresh Start" reporting, the Company
eliminated its accumulated deficit of $908.2 million. At June 30, 1997, the
Company had an accumulated deficit of $681.2 million, consisting principally of
amortization of excess reorganization value of $656.4 million, loss on
extinguishment of debt of $80.7 million and restructuring expense of $117.8
million in 1993. The Company has reported net income in each quarter subsequent
to the complete amortization of excess reorganization value in the third quarter
of 1995. Although a significant portion of the Company's losses and deficits are
the result of non-cash items, there can be no assurance that the Company will
continue to have net income in the future or that it will eliminate its
accumulated deficit.
SEASONALITY AND CYCLICALITY
Traditionally the home fashions and apparel fabrics industries have
been seasonal, with peak sales seasons in the spring and fall. Home Fashions'
commitment to "Strategic Partnering," a program designed to improve customers'
operating results by leveraging the Company's merchandising, manufacturing and
inventory management skills, however, has facilitated, in its market segment, a
more even distribution of products throughout the calendar year. The home
fashions and the apparel fabrics industries are also cyclical, and the Company's
performance may be negatively affected by downturns in consumer spending
associated with recessionary economic environments.
RISK OF LOSS OF MATERIAL CUSTOMER OR LICENSE
The Company's products are sold to mass merchants, chain stores,
department stores, specialty stores and apparel manufacturers. Home Fashions'
six largest customers accounted for approximately 54% of the net sales of Home
Fashions during the fiscal year ended December 31, 1996, and 47% of the net
sales of the Company during such period. Each of these customers has purchased
goods from the Company in each of the last 10 years. Although the Company has no
reason to believe that it will lose the business of any of its largest
customers, a loss of any of Home Fashions' largest accounts (or a material
portion of any thereof) would have an adverse effect upon the Company's
business, which could be material. In addition, a loss of a significant license
could have an adverse effect upon the Company's business, which could be
material.
RAW MATERIALS
The principal raw materials used by the Company in the manufacture of
its products are cotton of various grades and staple lengths and polyester in
staple form. Although the Company has been able to acquire sufficient quantities
of cotton for its operations in the past, any shortage in the cotton supply by
reason of weather, disease or other factors, or significant increase in the
price of cotton or polyester, could adversely affect the Company's operations.
To reduce the effect of potential price fluctuations, the Company makes
commitments from time to time for future purchases of cotton.
6
<PAGE>
COMPETITION
The Company participates in a highly competitive industry segment. Home
Fashions competes with a number of established manufacturers and distributors of
bed and bath textile products and accessories. Alamac competes with other
knitted fabrics mills, converters, commission knitted fabric operations and
vertically integrated apparel manufacturers. The Company's future success will
depend to a significant extent upon its ability to remain a low cost producer
and to remain competitive in the areas of marketing, product development, price,
quality, brand names, manufacturing capabilities, distribution and order
processing. There can be no assurance that the Company will be able to compete
effectively in all of such areas; any failure to compete effectively could
adversely affect the Company's sales and, accordingly, its operations.
ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local
environmental laws and regulations governing, among other things, the discharge,
storage, handling and disposal of a variety of hazardous and non-hazardous
substances and wastes used in or resulting from its operations and potential
remediation obligations thereunder. Certain of the Company's facilities
(including certain facilities no longer owned or utilized by the Company) have
been cited or are being investigated with respect to alleged violations of such
laws and regulations. The Company is cooperating fully with relevant parties and
authorities in all such matters. The Company believes that it has adequately
provided in its financial statements for any expenses and liabilities that may
result from such matters. The Company also is insured with respect to certain of
such matters. The Company's operations also are governed by laws and regulations
relating to employee safety and health which, among other things, establish
exposure limitations for cotton dust, formaldehyde, asbestos and noise, and
regulate chemical and ergonomic hazards in the workplace. Although the Company
does not expect that compliance with any of such laws and regulations will
adversely affect the Company's operations, there can be no assurance that such
regulatory requirements will not become more stringent in the future or that the
Company will not incur significant costs in the future to comply with such
requirements.
PRINCIPAL STOCKHOLDER
As of July 31, 1997, Holcombe T. Green, Jr., the Chairman of the Board
and Chief Executive Officer of the Company, beneficially owns 9,634,872 shares
of Common Stock (constituting approximately 31.7% of the outstanding Common
Stock), including 9,204,153 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 500,000 Shares offered hereby will be distributed
indirectly 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 30.1% of the outstanding Common
Stock). Following the sale of the Shares offered hereby, to the Company's
knowledge, other than Holcombe T. Green, Jr., HTG Corp. and WPS Investors, no
other stockholder of the Company will beneficially own more than 5% of the
outstanding Common Stock. As a result of his beneficial ownership of Common
Stock and his positions with the Company, Mr. Green is able to have significant
influence on the Company and on matters subject to vote by the Company's
stockholders.
SHARES ELIGIBLE FOR FUTURE SALE
As of July 31, 1997, the Company had outstanding 30,389,676 shares of
Common Stock. Of these shares, 21,236,514 shares, including the 500,000 Shares
offered hereby, will be freely tradeable without restriction under the
Securities Act upon completion of the sale of the Shares, unless purchased by
"affiliates" of the Company (as that term is defined in the rules and
regulations under the Securities Act). The remaining 9,153,162 shares of Common
Stock may not be sold unless they are registered under the Securities Act, or
unless
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<PAGE>
an exemption from registration, such as the exemptions provided by Rule 144
under the Securities Act, is available.
No predictions can be made as to the effect, if any, that market sales
of shares or the availability of shares for future sale will have on the market
price of shares of Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock in the public market could adversely affect
the market price of the Common Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock being offered hereby. See "Selling Stockholders."
SELLING STOCKHOLDERS
The Shares offered hereby are owned of record, as of the date of this
Prospectus, by the Selling Stockholders. Immediately prior to the effectiveness
of the Registration Statement of which this Prospectus constitutes a part, WPS
Investors will transfer such Shares to Green Capital Investors, L.P. ("Green
Capital"), a limited partner of WPS Investors, which will in turn immediately
transfer such Shares to the Selling Stockholders, who are limited partners of
Green Capital. 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, HTG Corp., Green Capital or WPS
Investors.
The following table sets forth as of August 15, 1997 the names of,
and the number of shares of Common Stock being sold by, each Selling Stockholder
(excluding all shares of Common Stock owned by WPS Investors, with respect to
which such persons are not deemed to have beneficial ownership). Except as
described in the table, no Selling Stockholder beneficially owns any shares of
Common Stock. Since the Selling Stockholders may sell all, some or none of their
Shares, no estimate can be made of the aggregate number of Shares that are to be
offered hereby or that will be owned for the direct or indirect account of each
Selling Stockholder upon completion of the offering to which this Prospectus
relates. The Shares are being registered to permit public secondary trading of
the Shares, and the Selling Stockholders may offer the Shares for sale from time
to time. See "Plan of Distribution."
8
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership Number of
at August 15, 1997(1) Shares
Number Percent Covered by
Selling Stockholders of Shares of Class this Prospectus
- -------------------- --------- -------- ---------------
<S> <C> <C> <C>
Banks, William N. (2) 1,328 * 1,328
Bryan, John D. (2) 106,272 * 106,272
Chorba, Dennis & Lavon (2) 7,191 * 7,191
Coxe, Alexander B. (2) 2,126 * 2,126
Crawford, J. Hamilton (2) 1,328 * 1,328
GE Capital Corporation (2)(3) 39,718 * 39,718
Georgia-Pacific Corporation 16,210 * 16,210
Master Trust (2)
Gilbert, Jane T. (2) 1,328 * 1,328
Hall, Penelope C. (2) 1,327 * 1,327
Hamilton, Roger C. (2) 13,681 * 7,181
Jackson National Life
Insurance Co. (2) 77,964 * 77,964
CLM, LLC (2) 143,376 * 143,376
Laumar Corporation (2) 43,019 * 43,019
Magher, Craig F. (2) 8,495 * 8,495
NationsBanc Capital Corp. (2) 13,446 * 13,446
Raley, Mary F. (2) 1,411 * 1,411
Satrum, Jerry R. & Dawn W. (2) 23,508 * 21,508
Schiffer, Edwin S. (2) 6,772 * 6,772
Total 508,500 1.68% 500,000
</TABLE>
* Less than 1%
(1) 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) Each of the Selling Stockholders listed is a limited partner of Green
Capital Investors, L.P.
(3) Excludes 298,800 shares of Common Stock owned by the General Electric
Pension Trust, as to which the Selling Stockholders disclaim beneficial
ownership.
PLAN OF DISTRIBUTION
The Company has been advised that the Selling Stockholders may effect
sales of the Shares directly, or indirectly by or through underwriters, agents
or broker-dealers and that the Shares may be sold by one or more of the
following methods: (a) an underwritten public offering in which one or more
underwriters participate, (b)
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<PAGE>
ordinary brokerage transactions, (c) purchases by a broker-dealer as principal
and resale by such broker-dealer for its own account, (d) in "block" sale
transactions, and (e) in privately negotiated transactions. The Shares will be
sold at prices and on terms then prevailing, at prices related to the
then-current market price of the Shares, or at negotiated prices. At the time a
particular offer is made, a Prospectus Supplement, if required, will be
distributed that sets forth the name or names of underwriters, agents or
broker-dealers, any discounts, commissions and other terms constituting selling
compensation and any other required information. Moreover, in effecting sales,
broker-dealers engaged by any Selling Stockholder and/or the purchasers of the
Shares may arrange for other broker-dealers to participate in the sale process.
Broker-dealers will receive discounts or commissions from the Selling
Stockholders and/or the purchasers of the Shares in amounts which will be
negotiated prior to the time of sale. Sales will be made only through
broker-dealers registered as such in a subject jurisdiction or in transactions
exempt from such registration. Any such underwriters, broker-dealers or agents
may perform services for the Company or its affiliates in the ordinary course of
business. The Company has not been advised of any definitive selling arrangement
at the date of this Prospectus between any Selling Stockholder and any
underwriter, broker-dealer or agent.
Pursuant to a Registration Agreement between the Company and the
Selling Stockholders, the Company has agreed to indemnify the Selling
Stockholders for certain matters, and the Selling Stockholders have severally
agreed to indemnify the Company as to the accuracy of certain information.
When Shares are to be sold to underwriters, unless otherwise set forth
in the applicable Prospectus Supplement, the obligations of the underwriters to
purchase the Shares will be subject to certain conditions precedent but the
underwriters will be obligated to purchase all of the Shares if any are
purchased. The Shares will be acquired by the underwriters for their own account
and may be resold by the underwriters, either directly to the public or to
securities dealers, from time to time in one or more transactions, including
negotiated transactions, either at fixed public offering prices or at varying
prices determined at the time of sale. The initial public offering price, if
any, and any concessions allowed or reallowed to dealers, may be changed from
time to time. Those underwriters may be entitled, under agreements with the
Company, to indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution by the
Company to payments that they may be required to make in respect of those civil
liabilities.
Any broker or dealer participating in any distribution of Shares in
connection with the offering made hereby may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to deliver a copy
of this Prospectus, including a Prospectus Supplement, if required, to any
person who purchases any of the Shares from or through such broker or dealer.
The Company will not receive any of the proceeds from the sale of the
Shares by the Selling Stockholders. Green Capital has agreed to reimburse the
Company for the costs of registering the Shares under the Securities Act,
including the registration fee under the Securities Act, reasonable fees and
disbursements of counsel for the Company, accounting fees and printing fees. The
Selling Stockholders will bear all other expenses in connection with this
offering, including brokerage commissions.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by counsel for the Company.
10
<PAGE>
EXPERTS
The consolidated financial statements of the Company at December 31,
1996 and 1995 and for each of the three years in the period ended December 31,
1996, which appear in the Form 10-K, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
11
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
COMMON STOCK OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
------------------------------------
TABLE OF CONTENTS
PAGE
----
Forward-Looking Statements 2
Available Information 2
Incorporation of Certain Documents
by Reference 3
The Company 4
Recent Developments 5
Risk Factors 5
Use of Proceeds 8
Selling Stockholders 8
Plan of Distribution 9
Legal Matters 10
Experts 10
------------------------------------
500,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
PROSPECTUS
______________, 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 Fee, are estimated.
SEC Registration Fee............................ $5,786.36
Legal Fees and Expenses......................... $25,000.00
Accounting Fees and Expenses.................... $45,000.00
Total..................................... $75,786.36
==========
Green Capital, on behalf of the Selling Stockholders, has agreed to
bear all of the costs of registering the shares of Common Stock under the
Securities Act, including the registration fee under the Securities Act, all
other registration and filing fees, all fees and disbursements of counsel and
accountants retained by the Company and all other expenses incurred by the
Company; such costs (or estimates thereof) have been set forth above. The
Selling Stockholders will bear certain other costs relating to the registration
of the shares of Common Stock under the Securities Act, including all
underwriting discounts and omissions, all transfer taxes and all costs of any
separate legal counsel or other advisors retained by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(1) Section 145 of Delaware General Corporation Law. Section 145 of the
Delaware General Corporation Law ("DGCL") provides that a corporation may
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
plea of nolo contendere or its equivalent, shall not, in and of itself, create a
presumption that his conduct was unlawful.
Section 145 of the DGCL also provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery of Delaware or the
court in which such action or suit was brought shall determine upon adjudication
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery of Delaware or such other court shall deem
proper.
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim, issue
or matter therein, such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.
<PAGE>
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made:
(i) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceeding; or
(ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(iii) by the stockholders.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
(2) By-law Provisions on Indemnity. Article V of the Amended and
Restated By-laws of the Company, as the same may be amended from time to time
(the "By-laws"), sets forth the extent to which the Company's directors and
officers may be indemnified by the Company against liabilities which they may
incur while serving in such capacity. Article V generally provides that the
Company shall indemnify the directors and officers of the Company who are or
were a party to any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against expenses (including attorneys' fees and disbursements),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection therewith, provided that the applicable standard of
conduct set forth in Section 145 of DGCL was met and, provided further, that
such indemnification shall be limited to expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in the case of an action or suit
by or in the right of the Company to procure a judgment in its favor. Subject to
the procedures for indemnification of directors and officers set forth in the
By-laws, the indemnification of the Company's directors and officers provided
for therein is in all other respects substantially similar to that provided for
in Section 145 of the DGCL. Any such indemnification shall continue as to a
person who has ceased to be a director or officer of the Company and shall 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 the Company are entitled to indemnification from the
Company pursuant to separate agreements (the "Indemnification Agreements")
between the Company and such persons.
The Company has in effect insurance policies covering all of the
Company's directors and officers in certain instances where by law they may not
be indemnified by the Company.
The above discussion of the By-Laws of the Company and of the
Indemnification Agreements and of Section 145 of the Delaware Code is not
intended to be exhaustive and is qualified in its entirety by such By-Laws,
Indemnification Agreements and the Delaware Code.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
II-2
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits
NUMBER Description of Exhibit
------ ----------------------
2.1 Debtors' Joint Plan of Reorganization, dated June 9, 1992,
proposed by West Point Acquisition Corp. (since renamed
WestPoint Stevens Inc.), West Point Subsidiary Corp. (since
renamed Valley Fashions Subsidiary Corp.) and West Point Tender
Corp. (since renamed Valley Fashions Tender Corp.),
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 1-4990) filed by West Point-Pepperell,
Inc. with the Commission on October 1, 1992.
4.1 Form 15 (Commission File No. 0-21496) filed by the Company with
the Commission on May 25, 1995, incorporated by reference
herein.
4.2 Registration Agreement, dated as of August 18, 1997**
5 Opinion of Company Counsel with respect to legality of the
shares.*
23.1 Consent of Ernst & Young LLP, independent auditors.**
23.2 Consent of Company Counsel (included in the opinion filed as
Exhibit 5).*
24 Powers of Attorney (included on the signature page to the
Registration Statement).*
- -------------
* Previously filed
** Filed herewith
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report to
Section 15(d) of the Securities Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
II-3
<PAGE>
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being offered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-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 the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Atlanta, Georgia, on this 15th day of August, 1997.
WESTPOINT STEVENS INC.
By: *
--------------------------------
Holcombe T. Green, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., Morgan M.
Schuessler and Christopher N. Zodrow, or any of them, his true and lawful
attorney-in-fact and agent, with full power and substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing required and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, could lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman of the Board and August 15, 1997
- ---------------------------------------- Chief Executive Officer
Holcombe T. Green, Jr. (principal executive officer)
* Executive Vice August 15, 1997
- ---------------------------------------- President/Finance and Chief
Morgan M. Schuessler Financial Officer (principal
financial officer)
* Vice Chairman of the Board August 15, 1997
- ----------------------------------------
Joseph L. Jennings, Jr.
* Controller (principal August 15, 1997
- ---------------------------------------- accounting officer)
J. Nelson Griffith
* Director August 15, 1997
- ----------------------------------------
M. Katherine Dwyer
* Director August 15, 1997
- ----------------------------------------
John G. Hudson
* Director August 15, 1997
- ----------------------------------------
Charles W. McCall
* Director August 15, 1997
- ----------------------------------------
Douglas T. McClure, Jr.
<PAGE>
* Director August 15, 1997
- ----------------------------------------
Gerald B. Mitchell
* Director August 15, 1997
- ----------------------------------------
John F. Sorte
* Director August 15, 1997
- ----------------------------------------
Phillip Siegel
Director August __, 1997
- ----------------------------------------
Hugh M. Chapman
</TABLE>
* By:
/s/Christopher N. Zodrow
----------------------------------
Christopher N. Zodrow
Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
NUMBER Description of Exhibit
------ ----------------------
2.1 Debtors' Joint Plan of Reorganization, dated June 9, 1992,
proposed by West Point Acquisition Corp. (since renamed
WestPoint Stevens Inc.), West Point Subsidiary Corp. (since
renamed Valley Fashions Subsidiary Corp.) and West Point Tender
Corp. (since renamed Valley Fashions Tender Corp.),
incorporated by reference to the Current Report on Form 8-K
(Commission File No. 1-4990) filed by West Point-Pepperell,
Inc. with the Commission on October 1, 1992.
4.1 Form 15 (Commission File No. 0-21496) filed by the Company with
the Commission on May 25, 1995, incorporated by reference
herein.
4.2 Registration Agreement, dated as of August 18, 1997**
5 Opinion of Company Counsel with respect to legality of the
shares.*
23.1 Consent of Ernst & Young LLP, independent auditors.**
23.2 Consent of Company Counsel (included in the opinion filed as
Exhibit 5).*
24 Powers of Attorney (included on the signature page to the
Registration Statement).*
- -------------
*Previously filed
**Filed herewith
REGISTRATION AGREEMENT
THIS REGISTRATION AGREEMENT (this "Agreement") is entered into as of
___________ , 1997 by and among WestPoint Stevens Inc., a Delaware corporation
(the "Company"), Green Capital Investors, L.P., a Georgia limited partnership
("GCI") and each of the persons listed on the signature page hereto (the
"Sellers"). Capitalized terms that are used herein but not otherwise defined
herein are defined in Section 1.1.
RECITALS
WHEREAS, GCI intends to distribute shares of common stock, par value
$0.01 per share, of the Company (the "Common Stock") in redemption of certain
limited partnership interests in GCI (the "Redemption");
WHEREAS, as a result of the Redemption, the Sellers will receive an
aggregate of 500,000 shares of Common Stock (the "Shares");
WHEREAS, the Company has filed a registration statement
relating to the resale of the Shares under the Securities Act; and
WHEREAS, the Company, GCI and the Seller desire to enter into an
agreement with respect to the registration of the Shares for resale by the
Sellers;
NOW, THEREFORE, for good and valuable consideration, the receipt of
which is acknowledged by the parties, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 As used in this Agreement, the following terms have the following meanings:
<PAGE>
(a) "Commission" means the Securities and Exchange Commission;
(b) "Exchange Act" means the federal Securities Exchange Act of
1934, as amended, and the rules and regulations of the
Commission promulgated thereunder, all as the same shall be in
effect at any particular time;
(c) "holder of Registrable Securities" means any of the Sellers
which at the relevant time is the holder of record of
Registrable Securities;
(d) "Common Stock" means the common stock, par value $0.01 per
share, of the Company;
(e) "Person" means a corporation, association, joint venture,
partnership, trust, business, individual, government or
political subdivision thereof, or any governmental agency;
(f) "Register", "registered" and "registration" refer to a
registration of the Common Stock effected by preparing and
filing a Registration Statement in compliance with the
Securities Act and the declaration or ordering of the
effectiveness of such Registration Statement;
(g) "Registrable Securities" means the Shares;
(h) "Registration Period" has the meaning set forth in Section 2.3
hereof;
(i) "Registration Expenses" means all expenses incurred by the
Company in complying with Section 2.1 and Section 2.3 hereof,
including, without limitation, all registration and filing
fees; printing expenses; messenger, telephone and delivery
charges; fees and expenses of counsel for the Company and GCI;
state "blue sky" fees and expenses; and accountants' expenses,
including without limitation any special audits incident to or
required by any such registration; but excluding any fees and
expenses of counsel for the Sellers which fees and expenses
will be borne by the Sellers;
-2-
<PAGE>
(j) "Registration Statement" means, the Registration Statement on
Form S-3 (File No. 333-_____) under the Securities Act
covering the Registrable Securities and all amendments,
supplements, exhibits, prospectuses, and qualifications and
compliances thereto (including, without limitation, in
connection with applicable blue sky or other state securities
laws in connection therewith designated by the underwriter
selected under Section 2.1(b));
(k) "Securities Act" means the federal Securities Act of 1933, as
amended, and the rules and regulations of the Commission
promulgated thereunder, all as the same shall be in effect at
any particular time;
(l) "Underwriting Costs" means, in respect of any underwriting
agreement or any agreement with any broker, dealer or other
agent with respect to the sale of Registrable Securities, all
fees, commissions, discounts and other expenses payable to or
deductible from payments by the underwriter, broker, dealer or
other agent under such agreement (including, without
limitation, discounts in respect of the price paid by the
underwriter for the Registrable Securities).
ARTICLE II
REGISTRATION PROVISIONS
2.1 Registration.
(a) Filing of Registration Statement. As soon as practicable after
the date hereof the Company shall use its reasonable efforts on behalf of each
of the Sellers, to cause the Registration Statement to become effective to
permit the offer, sale and distribution as described in the Registration
Statement relating to the Registrable Securities of the Registrable Securities
by each of the Sellers.
(b) Underwriting. In respect of the registration of the Registrable
Securities, the Sellers may elect to sell such securities in an underwritten
offering in which case the underwriter shall be selected by the Company, subject
to the
-3-
<PAGE>
approval of the Sellers, which approval shall not be unreasonably withheld. The
Company and the holders of Registrable Securities which are included in the
registration shall enter into any underwriting agreement in customary form with
the underwriter or underwriters selected for such underwriting.
2.2 Registration Expenses. All Registration Expenses incurred by the
Company in connection with any registration, qualification, or compliance
pursuant to this Agreement, shall be borne by GCI. All other costs incurred by
the Sellers in connection with the Registration Statement, including without
limitation all Underwriting Costs and the fees and disbursements of the Sellers'
respective counsels and fees and disbursements of the underwriters and their
counsel, shall be borne by the Sellers of the securities sold, pro rata on the
basis of the number of their shares so sold in the case of an underwritten
offering and otherwise by each Seller with respect to the securities sold by
such Seller.
2.3 Registration Procedures. (a) The Company shall keep each holder
of Registrable Securities advised as to the initiation, progress, and effective
date of the Registration Statement and, the Company shall:
(i) subject to Section 2.3(b) below, keep the Registration
Statement, effective for the lesser of (A) a period of
60 days (plus any number of days that the holders of
Registrable Securities are unable to use a prospectus
pursuant to Section 2.3(b) below) or (B) a period until
each such holder shall have completed the distribution
described in the Registration Statement (the lesser of
(A) and (B) being herein referred to as the
"Registration Period");
(ii) furnish such number of prospectuses (including
preliminary prospectuses) and other documents filed
with the Commission as part of the Registration
Statement as such holders from time to time may
reasonably request;
(iii) advise each underwriter under Section 2.1(b) and
holder of Registrable Securities (A) when prior to the
termination of the offering by such underwriter or
holder, any amendment to any
-4-
<PAGE>
Registration Statement shall have been filed or become
effective, (B) of any request by the Commission for any
amendment or supplement to any Registration Statement
for any additional information, (C) of the issuance by
the Commission of any stop order suspending the
effectiveness of any Registration Statement or the
threatening of any proceeding for that purpose and (D)
the receipt by the Company of any notification with
respect to the suspension of the qualification of any
shares of Common Stock for sale in any jurisdiction or
the initiation or threatening of any proceeding for
such purpose;
(iv) if a stop-order is threatened, use its reasonable
efforts to prevent the issuance of any stop order in
respect of any Registration Statement and, if issued,
to obtain as soon as possible the withdrawal thereof;
and
(v) make generally available to its security holders an
earnings statement or statements of the Company and its
subsidiaries in accordance with Section 11(a) of the
Securities Act and Rule 158 of the Securities Act.
(b) (i) If, within the Registration Period, there occurs any
development or any event which makes any statement in the Registration Statement
or any post-effective amendment thereto, or any document incorporated therein by
reference, untrue in any material respect or which requires the making of any
changes in the Registration Statement or post-effective amendment thereto or
prospectus or amendment or supplement thereto, so that they will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein (in the case of
any prospectus, in the light of the circumstances under which they were made)
not misleading, the Company shall immediately notify each holder of Registrable
Securities included in such registration of the occurrence thereof and, as soon
as reasonably practicable, prepare and furnish to each such holder, a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of Registrable Securities, such prospectus shall not
contain an untrue statement of a material fact or omit to
-5-
<PAGE>
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading. Each holder of Registrable Securities agrees that, upon
receipt of any notice from the Company pursuant to this Section 2.3(b), such
holder shall forthwith discontinue disposition of Registrable Securities until
it shall have received copies of such amended or supplemented prospectus, and,
if so directed by the Company, shall deliver to the Company all copies, other
than permanent file copies, then in its possession of the prospectus covering
Registrable Securities at the time of receipt of such notice.
(ii) In addition, and without limiting the provisions of
Subparagraph 2.3(b)(i), each holder of Registrable Securities agrees, if so
requested by the Company, not to effect any sale of Registrable Securities
pursuant to the Registration Statement for any period deemed necessary (A) by
the Company or any underwriter in connection with the offering of Common Stock
pursuant to an underwritten offering pursuant to demand registration rights
granted to any person or (B) by the Company in connection with any proposal or
plan by the Company to engage in any financing or material acquisition or
disposition by the Company or any subsidiary thereof of the capital stock or
substantially all the assets of any other person (other than in the ordinary
course of business), any tender offer or any merger, consolidation, corporate
reorganization or restructuring or other similar transaction material to the
Company and its subsidiaries taken as a whole. The Company agrees that the
effective period in respect of the Registration Statement shall be extended by a
period which is not less than the aggregate number of days included in the
periods during which holders suspended sales or shares of Common Stock pursuant
to the Registration Statement at the Company's request. Any period within the
effective period during which the Company does not keep the Registration
Statement effective and usable for resales of Registrable Securities is
hereafter referred to as a "Suspension Period." A Suspension Period shall
commence on and include the date on which the Company provides notice to the
holders of Registerable Securities that the Registration Statement is no longer
effective or that the prospectus included in the Registration Statement is no
longer usable for resales of shares of Common Stock and shall end on the date
when each holder of Registrable Securities covered by the Registration Statement
either receives copies of the supplemented or amended prospectus or is advised
in writing by the Company that use of the prospectus may be resumed. If one or
more Suspension Periods occur, the effective period for the Registration
Statement shall be extended by a period
-6-
<PAGE>
which is not less than the aggregate number of days included in all Suspension
Periods. The Company agrees that all Suspension Periods, in the aggregate, shall
not exceed 90 days.
(c) If requested by the underwriters for any underwritten offering
of Registrable Securities under Section 2.1(b), the Company will enter into an
underwriting agreement with such underwriters for such offering, such agreement
to contain such representations and warranties by the Company and such other
terms and provisions (including without limitation, provisions with respect to
indemnification and contribution) as are customarily contained in underwriting
agreements with respect to secondary distributions, and providing for delivery
of an opinion and letter regarding negative assurances of counsel for the
Company dated the date of each closing under the underwriting agreement, and
providing that the Company shall use its best efforts to furnish a "cold
comfort" letter signed by independent public accountants who have audited the
Company's financial statements included in such registration statement,
respectively, in each such case covering substantially the same matters with
respect to such registration statement (and the prospectus included therein) as
are customarily covered in opinions of issuer's counsel and in accountants'
letters delivered to underwriters in underwritten public offerings of securities
and such other matters as the underwriters reasonably request and, in the case
of such accountants' letter, with respect to events subsequent to the date of
such financial statements. The holders of Registrable Securities, on whose
behalf the Registrable Securities are to be distributed by such underwriters
and/or from which the underwriters shall acquire the Registrable Securities,
shall be parties to and comply with the provisions of any such underwriting
agreement.
(d) In connection with the preparation and filing of amendments and
supplements to the Registration Statement under the Securities Act, the Company
will give the underwriters, if any, and their counsel and accountants, such
reasonable and customary access to its books and records and such opportunities
to discuss the business of the Company with its officers and the independent
public accountants who have certified the Company's financial statements as
shall be necessary, in the opinion of such underwriters or their respective
counsel, to conduct a reasonable investigation within the meaning of the
Securities Act.
2.4 Indemnification. (a) With respect to the Registration Statement,
the Company shall indemnify GCI and each holder of Registrable Securities whose
securities are included
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therein, and their respective its directors, officers and partners, and each
Person who controls (within the meaning of the Securities Act) any of GCI or
such holder (such Persons being collectively referred to as "affiliated
indemnitee"), from and against all claims, losses, damages and liabilities (or
actions in respect thereof) arising out of or based on:
(i) any untrue statement (or alleged untrue statement) of a
material fact contained in the Registration Statement;
(ii) any omission (or alleged omission) to state therein a
material fact required to be stated therein or
necessary to make the statements therein in light of
the circumstances under which they were made not
misleading; or
(iii) any violation by the Company of the Securities Act or
the Exchange Act or any rule or regulation promulgated
thereunder applicable to the Company, or any blue sky
or state securities laws or any rule or regulation
promulgated thereunder applicable to the Company,
in each case, relating to action or inaction required of the Company in
connection with any such Registration Statement, and will reimburse each such
Person entitled to indemnity hereunder for any legal and other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action; provided that, the foregoing indemnity
and reimbursement obligation shall not be applicable to the extent that any such
claim, loss, damage or liability arises out of or is based on any untrue
statement (or alleged untrue statement) or omission (or alleged omission) made
in reliance upon and in conformity with written information furnished to the
Company by or on behalf of such a holder specifically for use in such
prospectus, offering circular or other document; and further provided that, with
respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus, the indemnity agreement contained
in this Section 2.4(a) shall not inure to the benefit of any holder or its
affiliated indemnitees to the extent that any such losses, claims, damages or
liabilities of such holder or its affiliated indemnitees result from the fact
that there was not sent or given to any person who purchased Registrable
Securities in connection with such registration, at or prior to the
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<PAGE>
written confirmation of the sale of Registrable Securities to such person, a
copy of the prospectus relating to such registration, as then amended or
supplemented (exclusive of material incorporated by reference), if the Company
had previously furnished copies thereof to such holder.
(b) Each holder of Registrable Securities which are included in the
Registration Statement shall indemnify the Company, its directors and officers,
each other holder of Registerable Securities included in the Registration
Statement and each Person who controls (within the meaning of the Securities
Act) the Company or any such other holder from and against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on
(i) any untrue statement (or alleged untrue statement) of a
material fact contained in any Registration Statement;
(ii) any omission (or alleged omission) to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading; or
(iii) any violation by such holder of the Securities Act or
any rule or regulation promulgated thereunder
applicable to such holder, or of any blue sky or other
state securities law or any rule or regulation
promulgated thereunder applicable to such holder,
in each case, relating to action or inaction required of such holder in
connection with any Registration Statement, and will reimburse each such Person
entitled to indemnity hereunder for any legal and other expenses reasonably
incurred in connection with investigating or defending any such claim, loss,
damage, expense, liability or action, but in each case only to the extent that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company or on behalf of such holder specifically for use therein. The liability
of each holder of Registrable Securities pursuant to the foregoing agreement as
to indemnification shall be limited to the value of any Registrable Securities
then held by such holder plus the net proceeds
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<PAGE>
previously received by such holder from the sale of any Registrable
Securities.
(c) Each party entitled to indemnification under this Section 2.4
(an "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after the Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that
(i) counsel for the Indemnifying Party who shall conduct
the defense of any such claim or any litigation shall
be approved by the Indemnified Party (such approval not
to be unreasonably withheld);
(ii) the Indemnified Party may participate in such defense
at the Indemnified Party's expense (provided that the
Indemnified Party or Indemnified Parties shall have the
right to employ one counsel to represent it or them if,
in the reasonable judgment of the Indemnified Party or
Indemnified Parties, it is advisable for it or them to
be represented by separate counsel by reason of having
legal defenses which are different from or in addition
to those available to the Indemnifying Party, and in
that event the fees and expenses of such one counsel
shall be paid by the Indemnifying Party); and
(iii) failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying
Party of its obligations under this Section 2.4 except
to the extent the Indemnifying Party is prejudiced
thereby.
No Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party (which consent may not be
unreasonably withheld), consent to entry of any judgment or enter into any
settlement (which judgment or settlement would be adverse to and binding upon
such Indemnified Party) of any claim for which such Indemnified Party may seek
indemnification hereunder. Notwithstanding the foregoing, an
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<PAGE>
Indemnifying Party in defense of any such claim or litigation may consent to
entry of any such judgment or enter any settlement if such judgment or
settlement (i) includes an unconditional release of each Indemnified Party from
all liability arising out of such claim or litigation and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any Indemnified Party.
(d) If the indemnification provided for in this Section 2.4 shall
for any reason be unavailable to an Indemnified Party in respect of any loss,
claim, damage or liability, or any action in respect thereof, referred to
herein, then each Indemnifying Party shall in lieu of indemnifying such
Indemnified Party, contribute to the amount paid or payable by such Indemnified
Party as a result of such loss, claim, damage or liability, or action in respect
thereof, in such proportion as shall be appropriate to reflect the relative
fault of the Indemnifying Party on the one hand and the Indemnified Party on the
other with respect to the statements or omissions which resulted in such loss,
claim, damage or liability, or action in respect thereof, as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to whether the untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Party on the one hand or the Indemnified Party on
the other, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission. In
no event however, shall a holder of Registrable Securities be required to
contribute in excess of the amount of the net proceeds received by such holder
in connection with the sale of Registrable Securities in the offering which is
the subject of such loss, claim, damage or liability. The amount paid or payable
by an Indemnified Party as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this paragraph shall be deemed
to include, for purposes of this paragraph, any legal or other expenses
reasonably incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act))
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.
2.5 Information by Holders. If Registrable Securities of a holder
are to be included in any registration, such holder shall use its reasonable
best efforts diligently to furnish to the Company such information and cause the
underwriter to furnish to
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<PAGE>
the Company such information, regarding itself and the distribution proposed by
such holder as the Company may reasonably request and as shall be required in
connection with any Registration Statement. For purposes of this Section 2.5,
each holder of Registrable Securities has furnished the plan of distribution set
forth in Exhibit B hereto and subject to any applicable legal requirements, the
Company shall include such plan of distribution in the Registration Statement;
provided that the holders will furnish any proposed changes to the plan of
distribution (including those required by applicable law) to the Company in
writing immediately upon deciding to make such proposed change in a manner that
allows the Company to include such information in the Registration Statement and
to take other appropriate action, including, without limitation, the negotiation
and execution of any underwriting agreements.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
The Company hereby represents, warrants and covenants to GCI and the
Sellers as follows:
(a) It is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
(b) It has the corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and has taken all necessary corporate action to
authorize its execution, delivery and performance of this Agreement and the
consummation by it of the transactions contemplated hereby.
(c) Neither the execution and delivery by it of this Agreement and
the consummation by it of the transactions contemplated hereby nor the
compliance by it with the terms and provisions hereof
(i) violates any applicable law, regulation, order,
determination or decree;
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<PAGE>
(ii) conflicts with or results in any breach of any term,
condition or provision of, or constitutes or will
constitute (with due notice or lapse of time or both) a
default under, or pursuant to the terms of, any
mortgage, deed of trust or other agreement or
instrument to which it is a party or by which it or any
of its properties is bound; or
(iii) conflicts with its by-laws, certificate of
incorporation or other charter documents.
(d) (i) No consents of, filings with, authorizations or other
actions of, any governmental authority are required to
be received, made or filed by, or taken on behalf of,
it for its execution, delivery and performance of this
Agreement, other than in respect of the registration of
the Common Stock.
(ii) This Agreement has been duly authorized by it and this
Agreement has been duly executed and delivered by it
and, assuming due authorization (other than by the
other parties hereto who are natural persons),
execution and delivery by the other parties hereto and
that such other parties have full power, authority and
legal right to enter into and perform their obligations
hereunder, constitutes a legal, valid and binding
obligation of it enforceable against it in accordance
with its terms, except to the extent that such
enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights
generally and general principles of equity (regardless
of whether considered in a proceeding in equity or at
law).
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<PAGE>
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS and GCI
5.1 The Sellers. Each Seller, severally and not jointly, represents
and warrants as follows:
(a) Such Seller has full right, power and authority to enter into
this Agreement to perform its obligations hereunder and to consummate the
transactions contemplated hereby.
(b) This Agreement has been duly executed and delivered by such
Seller and, assuming due authorization (other than by the other parties hereto
who are natural persons), execution and delivery by the other parties hereto and
that such other parties have full power, authority and legal right to enter into
and perform their obligations hereunder, this Agreement constitutes a legal,
valid and binding obligation of such Seller enforceable against it in accordance
with its terms, except to the extent that such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and general principles
of equity (regardless of whether considered in a proceeding in equity or at
law).
(c) Such Seller has not taken and will not take, directly or
indirectly, any action which is designed to or which has constituted or which
might reasonably be expected to cause or result in manipulation of the price of
any security of the Company to facilitate the sale or resale of the Registrable
Securities.
5.2 GCI. GCI represents and warrants to the Company as follows:
(a) GCI is a limited partnership validly existing under the laws of
the state of Georgia.
(b) GCI has the corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and to consummate the
transactions contemplated hereby and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and the
consummation by it of the transactions contemplated hereby.
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<PAGE>
ARTICLE VI
MISCELLANEOUS
6.1 Notices. All notices and other communications hereunder shall be
in writing and shall be sent by registered or certified mail (return receipt
requested), facsimile or express courier or delivered in person to the address
set forth below:
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<PAGE>
(a) in the case of the Sellers and GCI at:
Green Capital Investors, L.P.
Atlanta Financial Center
3343 Peachtree Road, N.E.
Suite 1420
Atlanta, Georgia 30326
Attention: Holcombe T. Green, Jr.
Telecopier: (404) 266-8677
with a copy to Jones, Day, Reavis & Pogue:
Suite 3500
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
Attention: John E. Zamer, Esq.
Telecopier: (404) 581-8330
(b) in the case of the Company at:
1185 Avenue of the Americas
New York, New York 10036
Attention: Tom Ward
Telecopier: (212) 930-3898
with a copy to Weil, Gotshal & Manges LLP:
767 Fifth Avenue
New York, New York 10153
Attention: Howard Chatzinoff, Esq.
Telecopier: 212-310-8007
(c) in the case of the Sellers at the addresses as set
forth on Schedule I hereto.
6.2 Non-Waiver of Remedies and Actions By Holders. No course of
dealing between the Company or the holder of any Registrable Securities or any
delay on the part of such holder or the Company in exercising any rights
available to such holder shall operate as a waiver of any right of such holder,
except to the extent expressly waived in writing by such holder.
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<PAGE>
6.3 Headings. The headings in this Agreement are for purposes of
reference only and shall not be considered in construing this Agreement.
6.4 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall constitute an
original and all together shall constitute one Agreement.
6.5 Successors and Assigns. This Agreement shall bind and inure to
the benefit of the Indemnified Parties (as defined in Section 2.4(e)), each
holder of Registrable Securities, their respective successors and assigns,
provided that no rights or obligations hereunder may be transferred or assigned
without the prior written consent of the other parties hereto and any assignment
or transfer in violation of this Section 6.5 shall be null and void.
6.6 Enforceability. If any term or provision of this Agreement, or
the application thereof to any Person or circumstance, shall, to any extent, be
invalid or unenforceable, the remaining terms and provisions of this Agreement
or application to other Persons and circumstances shall not be invalidated
thereby, and each term and provision hereof shall be construed with all other
remaining terms and provisions hereof to effect the intent of the parties hereto
to the fullest extent permitted by law.
6.7 Law Governing. This Agreement shall be construed and enforced in
accordance with and shall be governed by the laws of the State of New York
applicable to contracts executed in and to be fully performed in that state.
6.8 Entire Agreement. This Agreement constitutes the entire
agreement of the parties as to its subject matter and supersedes and cancels all
prior agreements, understandings and negotiations in connection with it.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered as of the day and year first above written.
WESTPOINT STEVENS INC.
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<PAGE>
By:
-------------------------------
Name:
Title:
GREEN CAPITAL INVESTORS, L.P.
By: Green & Company, L.P.
General Partner
By: HTG Corp., General Partner
By:
---------------------------
Holcombe T. Green, Jr.
President
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<PAGE>
Signature Pages to Registration Agreement
SELLERS:
----------------------------------------
William N. Banks
----------------------------------------
John D. Bryan
----------------------------------------
Dennis Chorba
----------------------------------------
Lavon Chorba
----------------------------------------
Alexander B. Coxe
----------------------------------------
J. Hamilton Crawford, Jr.
GE Capital Corporation
By:
---------------------------------
Title:
Georgia-Pacific Corporation
Master Trust
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<PAGE>
By:
----------------------------------
Title:
----------------------------------------
Jane T. Gilbert
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<PAGE>
----------------------------------------
Penelope C. Hall
----------------------------------------
Roger C. Hamilton
Jackson National Life Insurance Co.
By:
----------------------------------------
Title:
CLM, LLC
By:
----------------------------------------
Title:
Laumar Corporation
By:
----------------------------------------
Title:
----------------------------------------
Craig F. Magher
NationsBanc Capital Corp.
By:
----------------------------------------
Title:
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<PAGE>
----------------------------------------
Mary F. Raley
----------------------------------------
Jerry R. Satrum
----------------------------------------
Dawn W. Satrum
----------------------------------------
Edwin S. Schiffer
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<PAGE>
Schedule I
William N. Banks
Bankshaven
Newnan, Georgia 30263
John D. Bryan
15-262 S.W. Boone Way
Lake Oswego, Oregon 97035
Dennis and Lavon Chorba
5360 Cross Roads Manor
Atlanta, Georgia 30327
Alexander B. Coxe
c/o Kimberly Walter
401 S. LaSalle Street, Suite 302
Chicago, Illinois 60605
J. Hamilton Crawford, Jr
Factory Pond Road
Locust Valley, New York 11560
GE Capital Corporation
c/o Russ Howard
60 Long Ridge Road
Stamford, Connecticut 06927
Georgia-Pacific Corporation
Master Trust
c/o John Stettler
133 Peachtree Street, N.E., 18th Floor
Atlanta, Georgia 30303
Jane T. Gilbert
Dorset Orchard
Dorset, Vermont 05251
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<PAGE>
Penelope C. Hall
c/o Edgar Lawton
313 Hidden Waters Street
Blowing Rock, North Carolina 28605
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<PAGE>
Roger C. Hamilton
3060 Peachtree Road, Suite 1090
Atlanta, Georgia 30305
Jackson National Life Insurance Co.
c/o PPM America
225 West Wacker Drive, Suite 1200
Chicago, Illinois 60606
Attn: John Stark
CLM, LLC
Attn: James Kuse
c/o Georgia Gulf Corporation
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
Laumar Corporation
c/o Walter Huff
3353 Peachtree Road, N.E.
Suite 1030
Atlanta, Georgia 30326
Craig F. Magher
3343 Peachtree Road, N.E., Suite 1450
Atlanta, Georgia 30326
NationsBanc Capital Corp.
c/o Patrick Pullman
901 Main Street, 66th Floor
Dallas, Texas 75202
Mary F. Raley
800 Center Mill Road
Wilmington, Delaware 19807
Jerry R. and Dawn W. Satrum
400 Perimeter Center Terrace
Suite 595
Atlanta, Georgia 30346
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<PAGE>
Edwin S. Schiffer
30 Sherington Place
Dunwoody, Georgia 30350
-26-
EXHIBIT 5
August 5, 1997
WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
Gentlemen:
I have acted as counsel to WestPoint Stevens Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, with respect to the offering and sale of up to 500,000 shares
(the "Shares") of the Company's common stock, par value $0.01 per share ("Common
Stock"). Terms defined in the Registration Statement and not otherwise defined
herein are used herein with the meanings as so defined.
In so acting, I have examined originals or copies, certified
or otherwise identified to my satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. I have also made such inquiries of
such officers and representatives as I have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the
conformity to original documents of documents submitted to me as certified or
photostatic copies and the authenticity of the originals of such latter
documents.
Based on the foregoing, and subject to the qualifications
stated herein, I am of the opinion that the Shares are validly issued, fully
paid and nonassessable.
The opinion herein is limited to the corporate laws of the
State of Delaware, and I express no opinion as to the effect on the matters
covered by this opinion of the laws of any other jurisdiction.
I consent to the use of this opinion as an exhibit to the
Registration Statement. I also consent to any and all references to myself in
the Prospectus which is part of said Registration Statement. I further consent
to the use of this opinion as an exhibit to applications to securities
commissioners of various states of the United States for registration or
qualification of the Common Stock under the securities (or "blue sky") laws of
such states.
This opinion is rendered solely for your benefit in connection
with the transactions described above. This opinion may not be used or relied
upon by any other person and may not be disclosed, quoted, filed with a
governmental agency or otherwise referred to without my prior written consent
except as noted above.
Very truly yours,
/s/ Christopher N. Zodrow
Christopher N. Zodrow
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 500,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 5, 1997, with
respect to the consolidated financial statements and schedule of WestPoint
Stevens Inc. included in its Annual Report (Form 10-K, as amended by Form 10-K/A
filed March 20, 1997) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
Columbus, Georgia
August 15, 1997
