AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1997
REGISTRATION NO. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
WESTPOINT STEVENS INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 2200 36-3498354
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
507 WEST TENTH STREET CHRISTOPHER N. ZODROW
WEST POINT, GEORGIA 31833 VICE PRESIDENT AND SECRETARY
(706) 645-4000 507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(Address, including zip code, and
telephone number, including area code, (Address, including zip code, and
of registrant's principal executive offices) telephone number, including 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.
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT (1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share....................... 500,000 $37.06 $18,531,250 $5,615.53
=============================================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based upon the average of the high and low prices of shares as reported
on NASDAQ on August 4, 1997.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATES UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE>
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED AUGUST 5, 1997
500,000 SHARES
WESTPOINT STEVENS INC.
COMMON STOCK
----------------
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 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 SOLICIATION 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 SECURITES LAWS OF SUCH STATE.
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 4, 1997, the last sale price of
the Common Stock, as reported on NASDAQ, was $37.9375 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.
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<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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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 Form 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,
5
<PAGE>
asset sales, transactions with affiliates, operating leases, acquisitions and
investments. The Company's indentures relating to its public indebtedness also
contain certain operating and financial restrictions on the Company and its
subsidiaries. See "--Substantial Leverage" above. In addition, the Company is
required under its senior credit facility to maintain specified financial ratios
and levels, including a minimum consolidated net worth, current ratio and ratio
of EBITDA to interest expense. The restrictive covenants contained in the senior
credit facility and the indentures and the highly leveraged position of the
Company could limit the ability of the Company to respond to changing business
or economic conditions or adverse developments affecting the Company's operating
results.
LOSSES AND ACCUMULATED DEFICIT
At September 30, 1992, due to "Fresh Start" reporting, the Company
eliminated its accumulated deficit of $908.2 million. At 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
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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
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9,153,162 shares of Common Stock may not be sold unless they are registered
under the Securities Act, or unless an exemption from registration, such as the
exemptions provided by Rule 144 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 July __, 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
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Beneficial Ownership Number of
at July __, 1997(1) Shares
Number Percent Covered by
Selling Stockholders of Shares of Class this Prospectus
- -------------------- --------- --------- ---------------
Banks, William N. (2)
Bryan, John D. (2)
Chorba, Dennis & Lavon (2)
Coxe, Alexander B. (2)
Crawford, J. Hamilton (2)
GE Capital Corporation (2)(3)
Georgia-Pacific Corporation
Master Trust (2)
Gilbert, Jane T. (2)
Hall, Penelope C. (2)
Hamilton, Roger C. (2)
Jackson National Life
Insurance Co. (2)
CLM, LLC (2)
Laumar Corporation (2)
Magher, Craig F. (2)
NationsBanc Capital Corp. (2)
Pollard, O. Miles (2)
Raley, Mary F. (2)
Satrum, Jerry R. & Dawn W. (2)
Schiffer, Edwin S. (2)
Walton Corporation (2)
Total % 500,000
(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 _________ 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) 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
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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.
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
10
<PAGE>
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 500,000 SHARES
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 WESTPOINT STEVENS INC.
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 COMMON STOCK
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.
----------
- ------------------------------------- PROSPECTUS
----------
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 ______________, 1997
Plan of Distribution 9
Legal Matters 10
Experts 10
========================================= ===================================
<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
Miscellaneous............................... *
------
Total................................. *
======
- ----------
* To be filed by amendment
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.
II-1
<PAGE>
Any such indemnification (unless ordered by a court) shall be made by
the corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is proper in
the circumstances because such person has met the applicable standard of conduct
set forth above. Such determination shall be made:
(i) by the Board of Directors by a majority vote of a
quorum consisting of directors who were not parties to such action,
suit or proceeding; or
(ii) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(iii) by the stockholders.
Section 145 of the DGCL permits a Delaware business corporation to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify such person.
(2) By-law Provisions on Indemnity. Article V of the Amended and
Restated By-laws of the Company, as the same may be amended from time to time
(the "By-laws"), sets forth the extent to which the Company's directors and
officers may be indemnified by the Company against liabilities which they may
incur while serving in such capacity. Article V generally provides that the
Company shall indemnify the directors and officers of the Company who are or
were a party to any threatened, pending, or contemplated action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director or officer of the Company or of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against expenses (including attorneys' fees and disbursements),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection therewith, provided that the applicable standard of
conduct set forth in Section 145 of DGCL was met and, provided further, that
such indemnification shall be limited to expenses (including attorneys' fees and
disbursements) actually and reasonably incurred in the case of an action or suit
by or in the right of the Company to procure a judgment in its favor. Subject to
the procedures for indemnification of directors and officers set forth in the
By-laws, the indemnification of the Company's directors and officers provided
for therein is in all other respects substantially similar to that provided for
in Section 145 of the DGCL. Any such indemnification shall continue as to a
person who has ceased to be a director or officer of the Company and shall
insure to the benefit of the heirs, executors, and administrators of such
person.
(3) Indemnification Agreements. In addition, each of the
directors and the executive officers of the Company are entitled to
indemnification from the Company pursuant to separate agreements (the
"Indemnification Agreements") between the Company and such persons.
The Company has in effect insurance policies covering all of the
Company's directors and officers in certain instances where by law they may not
be indemnified by the Company.
The above discussion of the By-Laws of the Company and of the
Indemnification Agreements and of Section 145 of the Delaware Code is not
intended to be exhaustive and is qualified in its entirety by such By-Laws,
Indemnification Agreements and the Delaware Code.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
as disclosed above, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is therefore unenforceable.
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 ___, 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).
- -------------
*Filed herewith
**To be filed by amendment
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report to
Section 15(d) of the Securities Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(5) That, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in
a form of Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(6) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
offered, the
II-3
<PAGE>
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 5th day of August, 1997.
WESTPOINT STEVENS INC.
By:/s/ Holcombe T. Green, Jr.
------------------------------
Holcombe T. Green, Jr.
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., Morgan M.
Schuessler and 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>
/s/Holcombe T. Green, Jr. Chairman of the Board and August 5, 1997
- ----------------------------------------
Holcombe T. Green, Jr. Chief Executive Officer
(principal executive officer)
/s/Morgan M. Schuessler Executive Vice August 5, 1997
- ----------------------------------------
Morgan M. Schuessler President/Finance and Chief
Financial Officer (principal
financial officer)
/s/Joseph L. Jennings, Jr. Vice Chairman of the Board August 5, 1997
- ----------------------------------------
Joseph L. Jennings, Jr.
/s/J. Nelson Griffith Controller (principal August 5, 1997
- ----------------------------------------
J. Nelson Griffith accounting officer)
/s/M. Katherine Dwyer Director August 5, 1997
- ----------------------------------------
M. Katherine Dwyer
/s/John G. Hudson Director August 5, 1997
- ----------------------------------------
John G. Hudson
/s/Charles W. McCall Director August 5, 1997
- ----------------------------------------
Charles W. McCall
/s/Douglas T. McClure, Jr. Director August 5, 1997
- ----------------------------------------
Douglas T. McClure, Jr.
<PAGE>
/s/Gerald B. Mitchell Director August 5, 1997
- ----------------------------------------
Gerald B. Mitchell
/s/John F. Sorte Director August 5, 1997
- ----------------------------------------
John F. Sorte
/s/Phillip Siegel Director August 5, 1997
- ----------------------------------------
Phillip Siegel
</TABLE>
<PAGE>
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 __, 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).
- ---------
*Filed herewith
**To be filed by amendment
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) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
-----------------------------
Ernst & Young LLP
Columbus, Georgia
July 31, 1997
NYFS08...:\65\80765\0004\1324\FRM7157L.19D
