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As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 33-85718
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST EFFECTIVE AMENDMENT
NO. 1 TO THE
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESTPOINT STEVENS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3498354
(State or other jurisdiction (I.R.S. employer
of incorporation or Identification no.)
organization)
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(ADDRESS AND TELEPHONE NUMBER OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
RETIREMENT SAVINGS VALUE PLAN
FOR EMPLOYEES OF
WESTPOINT STEVENS INC.
(FULL TITLE OF THE PLAN)
------------------------------------
M. CLAYTON HUMPHRIES, JR.
VICE PRESIDENT AND
GENERAL COUNSEL
WESTPOINT STEVENS INC.
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
Copy of communications to:
HOWARD CHATZINOFF, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF AMOUNT OFFERING AGGREGATE AMOUNT OF
SECURITIES TO TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE
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SHARES OF COMMON STOCK,
PAR VALUE $.01 PER SHARE 800,000 $ 37.25 $ 29,800,000 $ 9,031
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(2) Estimate pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, based upon the average of the high and low prices of the shares as
reported by the NASDAQ National Market System, the automated quotation system of
the National Association of Securities Dealers, Inc. on June 25, 1997.
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INCORPORATION OF CONTENTS OF EARLIER
REGISTRATION STATEMENT BY REFERENCE
The purpose of this post effective amendment is to register 800,000
additional shares of the Registrant's Common Stock, $.01 par value per share, in
connection with the Registrant's Retirement Savings Value Plan for Employees of
WestPoint Stevens Inc. Pursuant to General Instruction E of Form S-8 the
contents of the Registrant's Registration Statement (Registration No. 33-85718)
on Form S-8 filed with the Commission on October 28, 1994, are incorporated
herein by reference.
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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-8 and has duly caused this Registration
Statement to be signed on its behalf, thereunto duly authorized in the City of
West Point, State of Georgia on this 27th day of June 1997.
WESTPOINT STEVENS INC.
(Registrant)
By /s/ Morgan M. Schuessler
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Morgan M. Schuessler
Executive Vice President/Finance
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Holcombe T. Green, Jr., Morgan M.
Schuessler and M. Clayton Humphries, Jr., and each of them, his true and lawful
attorney-in-fact and agent, with full power of 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 agents, and each of them, full power and
authority to do and perform each and every act and thing required or 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 any of them, or their substitute, or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
By /s/ Holcombe T. Green, Jr. By /s/ Morgan M. Schuessler
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Holcombe T. Green, Jr. Morgan M. Schuessler
Chairman of the Board and Chief Executive Vice President/Finance
Executive Officer (principal executive and Chief Financial Officer
officer) (principal financial officer)
June 27, 1997 June 27, 1997
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SIGNATURES CONTINUED ON NEXT PAGE]
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By /s/ Joseph L. Jennings, Jr. By /s/ J. Nelson Griffith
-------------------------------- ------------------------------------
Joseph L. Jennings, Jr. J. Nelson Griffith
Director, Vice Chairman Controller
(principal accounting officer)
June 27, 1997 June 27 , 1997
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By * By *
-------------------------------- ------------------------------------
John G. Hudson Charles W. McCall
Director Director
June 27, 1997 June 27, 1997
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By * By *
-------------------------------- -----------------------------------
Douglas T. McClure, Jr. Gerald B. Mitchell
Director Director
June 27, 1997 June 27, 1997
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By /s/ John F. Sorte By *
-------------------------------- -----------------------------------
John F. Sorte Phillip Siegel
Director Director
June 27, 1997 June 27, 1997
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By /s/ M. Katherine Dwyer
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M. Katherine Dwyer
Director
June 27, 1997
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*By /s/ M. Clayton Humphries, Jr.
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M. Clayton Humphries, Jr.
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NO.
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4(a) - *Restated Certificate of Incorporation of the Company, as
amended.
4(b) - *Amended and Restated By-Laws of the Company, as
amended and restated.
23(a) - Consent of Ernst & Young LLP.
24 - *Power of Attorney.
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*previously filed
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EXHIBIT 23(A)
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Exhibit 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
Form S-8 pertaining to the Retirement Savings Value Plan for Employees of
WestPoint Stevens Inc. 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\A) for the year ended December 31,
1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Columbus, Ga.
June 26, 1997
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Management Pension Committee, which administers the 401K Plan, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of New York, State of New York, on this
27th day of June, 1997.
Retirement Savings Value Plan for
Employees
WestPoint Stevens Inc.
By: /s/ John F. Sorte
------------------------------------
John F. Sorte, Chairman of the
Management Pension Committee
