As filed with the Securities and Exchange Commission on November 29, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2 TO
SCHEDULE 13E-4
(FINAL AMENDMENT)
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934)
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WESTPOINT STEVENS INC.
(Name of issuer)
(Name of Person(s) Filing Statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
961238 102
(CUSIP NUMBER OF CLASS OF SECURITIES)
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CHRISTOPHER N. ZODROW
VICE PRESIDENT AND SECRETARY
WESTPOINT STEVENS INC.
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSON(S) FILING STATEMENT)
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COPIES 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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OCTOBER 29, 1999
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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CALCULATION OF FILING FEE
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TRANSACTION VALUE:* $66,000,000 AMOUNT OF FILING FEE:* $13,200
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*BASED ON $22.00 CASH PRICE PER SHARE FOR 3,000,000 SHARES.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
AMOUNT PREVIOUSLY PAID: $13,200 FILING PARTY: WESTPOINT STEVENS INC.
FORM OR REGISTRATION NO. SCHEDULE 13E-4 DATE FILED: OCTOBER 29, 1999
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NY2:\853719\01\$@QF01!.DOC\80765.0004
<PAGE>
This Amendment No. 2 amends the Issuer Tender Offer Statement on Schedule
13E-4 initially filed on October 29, 1999 (as amended, the "Statement"),
relating to the tender offer by WestPoint Stevens Inc., a Delaware corporation,
to purchase up to 3,000,000 shares of its common stock, par value $.01 per share
(the "Shares"), at prices specified by its stockholders, net to the seller in
cash, not greater than $22.00 nor less than $19.00 per Share, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated October 29,
1999 and in the related Letter of Transmittal (which, as they may be amended
from time to time, are herein collectively referred to as the "Offer"). The only
Items being amended are those Items set forth below. Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meaning
given such terms in the Offer.
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended and supplemented by incorporation by the
following information:
On November 24, 1999, the Company issued a press release announcing the
termination of the Tender Offer. The full text of such press release is filed
herewith as Exhibit (a)(11) and is incorporated herein by reference. No Shares
were purchased and all Shares tendered and not properly withdrawn will be
returned in accordance with the provisions of the Offer.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the following
exhibits thereto:
(a)(11) Press Release
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
WESTPOINT STEVENS INC.
By: /s/ Christopher N. Zodrow
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Christopher N. Zodrow
Vice President and Secretary
Date: November 29, 1999
3
<PAGE>
INDEX TO EXHIBITS
Item Description
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(a)(11) Press Release
4
Exhibit (a)(11)
[GRAPHIC OMITTED]
WESTPOINT STEVENS INC.
Contact: Morgan M. Schuessler
Executive V.P. Finance and CFO
706/645-4230
WESTPOINT STEVENS INC. ANNOUNCES COMMENCEMENT OF EXPLORATION
OF STRATEGIC AND FINANCIAL ALTERNATIVES
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PENDING COMPANY TENDER OFFER WITHDRAWN
WEST POINT, GEORGIA (NOVEMBER 24, 1999) - WestPoint Stevens Inc. (NYSE:WXS)
today announced that it has engaged Merrill Lynch & Co. to assist its Board of
Directors in the exploration of strategic and financial alternatives for the
purpose of enhancing stockholder value. Such alternatives could include, among
other transactions, a merger or sale (which could include a management buyout)
or recapitalization. The Company is not currently in discussions with any third
party relating to any such transaction, and no proposals have been received.
There can be no assurance that a transaction will result from this process. The
Company assumes no obligation to update or revise the foregoing matters set
forth in this press release.
WestPoint Stevens also announced that, in light of the decision of its
Board to begin the exploration of strategic and financial alternatives, it has
withdrawn and terminated its currently pending tender offer. This tender offer,
for up to 3,000,000 shares of common stock, representing approximately six
percent (6%) of WestPoint Stevens' currently outstanding shares, was commenced
by WestPoint Stevens on October 29, 1999, and was to have expired on November
30, 1999.
WestPoint Stevens also announced that, subject to market conditions, it
would resume its previously authorized share repurchase program. This repurchase
program has been temporarily suspended during the pendency of the tender offer.
WestPoint Stevens Inc. is a home fashions consumer products marketing
company with a comprehensive line of Company-owned and licensed brands for the
bedroom and bathroom. The Company is vertically integrated and is the nation's
leading manufacturer and marketer of bed linens, towels, comforters and other
accessories that are sold in retail outlets throughout the world. WestPoint
Stevens' home fashions and consumer products are marketed under the well-known
brand names of GRAND PATRICIAN, MARTEX, UTICA, STEVENS, LADY PEPPERELL and
VELLUX, and under licensed brands including RALPH LAUREN HOME COLLECTION,
SANDERSON, STAR WARS, ESPRIT, JOE BOXER and SERTA PERFECT SLEEPER. WestPoint
Stevens can be found on the World Wide Web at www.westpointstevens.com.
Safe Harbor Statement: Except for historical information contained
herein, the matters set forth in this press release are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and are subject to the safe harbor provisions of that Act. The
forward-looking statements set forth above involve a number of risks and
uncertainties that could cause actual results to differ materially from any such
statements. These risks and uncertainties, and assumptions concerning the
Company's future operations and performance, could prove inaccurate and,
therefore, there can be no assurance that the forward-looking statements will
prove to be accurate.
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