AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 18, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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WESTPOINT STEVENS INC.
(Exact Name of Registrant as Specified in its Charter)
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<S> <C> <C>
DELAWARE 2200 36-3498354
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
Incorporation or Organization) Classification Number)
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507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHRISTOPHER N. ZODROW
VICE PRESIDENT AND SECRETARY
WESTPOINT STEVENS INC.
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(706) 645-4000
(NAME AND ADDRESS, INCLUDING ZIP CODE,
AND 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 OF THE SECURITIES 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 (THE "SECURITIES ACT"), OTHER THAN SECURITIES OFFERED ONLY IN
CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING
BOX. |_|
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING PURSUANT
TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE FOLLOWING BOX AND LIST
THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE
REGISTRATION STATEMENT FOR THE SAME OFFERING. |_| _______________
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C) UNDER
THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES ACT
REGISTRATION STATEMENT NUMBER OF THE EARLIER 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
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO AMOUNT TO BE FFERING PRICE PER AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED UNIT(1) PRICE(1) FEE(1)
===================================================================================================================================
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Common Stock, par value $.01 per share................ 1,390,000 $34.25 $47,607,500 $13,235
===================================================================================================================================
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(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 May
17, 1999.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE 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 SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
NY2:\456043\03\9RVV03!.DOC\80765.0004
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL SECURITIES, AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION DATED MAY 18, 1998
1,390,000 Shares
WESTPOINT STEVENS INC.
Common Stock
We are offering 1,390,000 shares of our common stock. Selling stockholders
identified in this prospectus are offering all of the shares from time to time:
o in an underwritten public offering in which one or more
underwriters participate;
o ordinary brokerage transactions;
o purchases by a broker-dealer as principal and resale by that
broker-dealer for its own account;
o in "block" sale transactions;
o in privately negotiated transactions; or
o in a combination of these methods of sale.
We will not receive any of the proceeds from the sale of the common stock
offered by this prospectus.
The selling stockholders and any agents or broker-dealers that participate
with the selling stockholders in the distribution of the shares may be
considered "underwriters" within the meaning of the Securities Act of 1933, and,
in that event, any commissions received by them and any profit on the resale of
the shares may be considered underwriting commissions or discounts under the
Securities Act.
The common stock is traded on the Nasdaq National Market under the symbol
"WPSN." On May 17, 1999, the last sale price of the common stock was $ 34.00 per
share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Consider carefully the "Risk Factors" beginning on page 4
of this prospectus.
Prospectus dated May , 1999.
1
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange
Act of 1934, and, accordingly, file reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
the reports, proxy statements and other information we file with the Commission
at its public reference facilities at Room 1024, 450 Fifth Street, N.W.,
Judiciary Plaza, Washington, D.C. 20549. You may also obtain information about
us from the following regional offices of the Commission: 5000 West Madison
Street, Suite 1400, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies of these materials can be obtained at
prescribed rates. You may obtain information regarding the operation of the
public reference rooms at 1-800-SEC-0330. Our filings with the Commission are
also available on the Commission's home page on the Internet at
http://www.sec.gov. Our common stock is listed on the NASDAQ National Market,
and reports, proxy statements and other information can be inspected at the
offices of NASDAQ at 1735 K Street, N.W., Washington D.C. 20006-1506.
We have filed with the Commission a registration statement on Form S-3.
This prospectus, which is a part of the registration statement, omits certain
information contained in the registration statement. Statements made in this
prospectus as to the contents of any contract, agreement or other document are
not necessarily complete. With respect to each contract, agreement or other
document filed as an exhibit to the registration statement, we refer you to that
exhibit for a more complete description of the matter involved, and each of
those statements is considered to be qualified in its entirety to that
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" the information we
file with the Commission. This permits us to disclose important information to
you by referencing these filed documents. We incorporate by reference in this
prospectus the following documents which have been filed with the Commission:
(i) our Annual Report on Form 10-K for the fiscal year ended December
31, 1998;
(ii) our Quarterly Report on Form 10-Q for the quarter ended March 31,
1999; and
(iii) the description of our common stock contained in our
registration statement on Form 10, filed with the Commission 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 that description
We incorporate by reference all documents filed pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of this offering.
We will promptly provide without charge to you, upon written or oral
request, a copy of any or all of the documents incorporated by reference in this
prospectus, other than exhibits to those documents, unless the exhibits are
specifically incorporated by reference in those documents. Requests should be
directed to WestPoint Stevens Inc., 507 West Tenth Street, West Point, Georgia
31833, Attention: Secretary, telephone number (706) 645-4000.
2
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FORWARD-LOOKING STATEMENTS
The statements contained or incorporated by reference in this prospectus
that are not historical facts are "forward-looking statements," as that term is
defined in the Private Securities Litigation Reform Act of 1995. Those
statements are 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 those
discussions. Additional information on the risk factors which could affect our
financial results is included in this prospectus and in other documents
incorporated by reference in this prospectus.
WHO WE ARE
We manufacture, market and distribute bed and bath home fashions products
directly and indirectly through our subsidiaries. We manufacture and market home
fashions products for distribution to chain and department stores, mass
merchants and specialty stores. We manufacture and market these products under
our own trademarks and under various licensing agreements.
We estimate that we have the largest market share, approximately 36%, in
the domestic sheet and pillowcase market and the largest market share,
approximately 43%, in the domestic bath towel market. We calculate these
estimates based on United States government data, specifically the United States
Census Bureau Current Industrial Report dated February 8, 1999, publicly
available information about our competitors and information in trade
publications. In addition, according to United States government data, each of
these markets had over $1 billion in annual sales during each of the past five
years.
We manufacture and market a broad range of bed and bath products,
including:
o decorative sheets and towels,
o designer sheets and accessories,
o blankets,
o private label sheets and towels,
o bedskirts, bedspreads, comforters and duvet covers,
o drapes and valances,
o throw pillows, bed pillows and mattress pads, and
o shower curtains and table covers.
These products are made from a variety of fabrics, such as chambray, twill,
sateen, flannel, linen, cotton and cotton blends. They are available in a wide
assortment of colors and patterns. We have positioned ourselves as a
single-source supplier to retailers of bed and bath products, offering a broad
assortment of products across multiple price points. This product and price
point breadth allows us to provide a comprehensive product offering for each
major distribution channel.
We market our products under well-known and firmly established trademarks,
brand names and private labels. We use these trademarks, brand names and private
labels as merchandising tools to assist our customers in coordinating their
product offerings and differentiating their products from those of their
competitors. Our home fashions trademarks include ATELIER MARTEX(R) , MARTEX(R)
, UTICA(R), STEVENS(R), LADY PEPPERELL(R) AND VELLUX(R). In addition, we
manufacture and sell home fashion products under licensing agreements using
designer names that include, among others, Ralph Lauren Home Collection,
Sanderson, Larry Laslo, Joe Boxer, Glynda Turley, Designers Guild, Esprit and
Star Wars.
For a more detailed description of our business, please refer to our Form
10-K.
We are a Delaware corporation with our principal executive offices located
at 507 West Tenth Street, West Point, Georgia 31833. Our telephone number at
that address is (706) 645-4000.
3
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RISK FACTORS
An investment in our common stock involves risks. You should read and
carefully consider the following risk factors in addition to all other
information in this prospectus before making an investment in the common stock.
WE ARE SUBSTANTIALLY LEVERAGED, WHICH COULD REDUCE OUR CASH FLOWS.
We are substantially leveraged. This could have important consequences to
you, including without limitation, the following:
(1) our ability to obtain additional financing in the future for
working capital, capital expenditures, acquisitions, general corporate purposes
or other purposes could be restricted;
(2) a significant portion of our cash flow from operations must be
dedicated to the payment of interest on our indebtedness, which will reduce the
funds available to us for our operations;
(3) our bank 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
(4) our 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 our company.
The degree to which we are leveraged could also affect our ability to
compete effectively and could limit our business opportunities. If our cash flow
and capital resources are insufficient to fund our debt service obligations, we
may be forced to reduce or delay capital expenditures, sell assets or seek to
obtain additional equity capital or to refinance or restructure our
indebtedness.
We currently have significant annual cash interest expense in connection
with our obligations under our long-term indebtedness. At March 31, 1999, we had
total long-term indebtedness of $1,275 million and a ratio of total long-term
indebtedness to total capitalization of 1.64 to 1.00.
OUR DEBT INSTRUMENTS IMPOSE OPERATING AND FINANCIAL RESTRICTIONS ON OUR COMPANY
THAT COULD LIMIT OUR ABILITY TO RESPOND TO CHANGING ECONOMIC OR BUSINESS
CONDITIONS.
Our senior credit facility and our indentures relating to our public
indebtedness impose operating and financial restrictions on our company and our
subsidiaries. These restrictions, combined with our substantially leveraged
position, could limit our ability to respond to changing business or economic
conditions or adverse developments affecting our operating results. These
restrictions include, without limitation, limitations on indebtedness, liens,
sale/leaseback transactions, asset sales, transactions with affiliates,
operating leases, acquisitions and investments. In addition, we are required
under our senior credit facility to maintain specified financial ratios and
levels, including a minimum consolidated net worth (as defined in our senior
credit facility), current ratio and ratio of EBITDA to interest expense.
THE HOME FASHIONS INDUSTRY IS CYCLICAL AND SEASONAL.
The home fashions industry is both cyclical and seasonal, which affects our
performance. Traditionally, the home fashions industry is seasonal, with peak
sales seasons in the summer and fall. In response to this seasonality, we
increase our inventory levels during the first six months of the year to meet
customer demands for the peak summer and fall seasons. In addition, the home
fashions industry is traditionally cyclical and our performance may be
negatively affected by downturns in consumer spending.
4
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SIX OF OUR CUSTOMERS ACCOUNT FOR MORE THAN HALF OF OUR NET SALES. THE LOSS OF
ANY OF OUR LARGE CUSTOMERS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.
Our products are sold to mass merchants, chain stores, department stores,
specialty stores and apparel manufacturers. Six of the largest home fashions
customers accounted for approximately 53% of the net sales of our home fashions
business during the fiscal year ended December 31, 1998. In 1998, sales to
Dayton Hudson Corporation were 13% of our net sales and sales to Kmart
Corporation were 11% of our net sales. Although we have no reason to believe
that we will lose the business of any of our largest customers, the loss of any
of our largest accounts, or a material portion of such an account, would have an
adverse effect on our business.
A PORTION OF OUR SALES ARE DERIVED FROM LICENSED DESIGNER BRANDS. THE LOSS OF A
SIGNIFICANT LICENSE COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS.
A portion of our sales are derived from licensed designer brands. The loss
of a significant license could have a material adverse effect on our business.
The license agreements are generally for a term of two to three years; some of
the licenses are automatically renewed for additional periods, assuming that
sales thresholds established by each agreement have been met. No single license
has accounted for more than 11% of our total sales volume during any of the past
five fiscal years.
A SHORTAGE OF THE PRINCIPAL RAW MATERIALS WE USE TO MANUFACTURE OUR PRODUCTS
COULD FORCE US TO PAY MORE FOR THOSE MATERIALS AND, POSSIBLY, CAUSE US TO
INCREASE OUR PRICES, WHICH COULD HAVE AN ADVERSE EFFECT ON OUR OPERATIONS.
Any shortage in the raw materials we use to manufacture our products could
adversely affect our operations. The principal raw materials that we use in the
manufacture of our products are cotton of various grades and staple lengths and
polyester in staple and filament form. Although we have been able to acquire
sufficient quantities of cotton for our operations in the past, any shortage in
the cotton supply by reason of weather, disease or other factors, or a
significant increase in the price of cotton, could adversely affect our
operations. The price of man-made fibers, such as polyester, is influenced by
demand, manufacturing capacity and costs, petroleum prices, cotton prices and
the cost of polymers used in producing these fibers. Any significant prolonged
petrochemical shortages could significantly decrease the availability of
man-made fibers and could cause a substantial increase in demand for cotton.
This could result in decreased availability of cotton and, possible, increased
prices and could adversely affect our operations.
OUR INDUSTRY IS VERY COMPETITIVE AND OUR SUCCESS DEPENDS ON OUR ABILITY TO
COMPETE EFFECTIVELY IN THE MARKET.
The home fashions industry is highly competitive. Our future success will
depend on a large extent on our ability to remain the low-cost producer and to
remain competitive. We compete with both foreign and domestic companies on the
basis of price, quality and customer service, among other factors. In the sheet
and towel markets, we compete primarily with Fieldcrest Cannon, Inc., a
wholly-owned subsidiary of Pillowtex Corporation, and Springs Industries, Inc.
In the other bedding and accessories markets, we compete with many companies,
some of which are smaller than us. Our future success depends on our ability to
remain competitive in the areas of marketing, product development, price,
quality, brand names, manufacturing capabilities, distribution and order
processing. We cannot assure you of our ability to compete effectively in any of
these areas. Any failure to compete effectively could adversely affect our sales
and, accordingly, our operations.
5
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WE ARE SUBJECT TO VARIOUS FEDERAL, STATE AND LOCAL ENVIRONMENTAL LAWS AND
REGULATIONS. IF WE DO NOT COMPLY WITH THESE REGULATIONS, WE MAY INCUR
SIGNIFICANT COSTS IN THE FUTURE TO BECOME COMPLIANT.
We are subject to various 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, our
operations, including potential remediation obligations under those laws and
regulations. Our operations are also 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 which
regulate chemical and ergonomic hazards in the workplace. Although we do not
expect that compliance with any of these laws and regulations will adversely
affect our operations, we cannot assure you that regulatory requirements will
not become more stringent in the future or that we will not incur significant
costs to comply with those requirements.
OUR PRINCIPAL STOCKHOLDER HAS THE ABILITY TO EXERT SIGNIFICANT INFLUENCE ON OUR
COMPANY AND ON MATTERS SUBJECT TO THE VOTE OF OUR STOCKHOLDERS.
As of April 30, 1999, Holcombe T. Green, Jr., the Chairman of the Board and
Chief Executive Officer, beneficially owned 18,684,277 shares of common stock,
constituting approximately 33.4% of the outstanding common stock. These shares
included 17,408,306 shares held directly by WPS Investors, L.P., of which HTG
Corp., a company owned by Mr. Green, is general partner. As a result of his
beneficial ownership of common stock and his positions in our company, Mr. Green
will continue to be able to have significant influence on our company and on
matters subject to the vote of our stockholders.
THE MARKET PRICE OF OUR SHARES MAY DECREASE IF A LARGE NUMBER OF SHARES ARE
SOLD FOLLOWING THIS OFFERING.
As of April 30, 1999, we had outstanding 55,683,442 shares of common stock.
Of these shares, 38,280,421 shares, including 1,350,000 of the shares offered by
this prospectus, will be freely tradeable without restriction under the
Securities Act upon completion of the sale of the shares, unless purchased by
our "affiliates," as that term is defined in the Securities Act. The remaining
17,403,021 shares of common stock may not be sold unless they are registered
under the Securities Act, or unless an exemption from registration, such as Rule
144 under the Securities Act, is available.
We cannot predict 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 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
We will not receive any proceeds from the sale of the shares of common
stock. All of the shares of common stock being offered are beneficially owned by
the selling stockholders named in this prospectus.
6
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SELLING STOCKHOLDERS
The shares of common stock offered by this prospectus are owned of record,
as of the date of this prospectus, by the selling stockholders identified below.
Mr. McCall and Ms. Dwyer, each a director of WestPoint Stevens Inc., are
each registering 20,000 shares of common stock issuable upon the exercise of
options granted to each of them outside of WestPoint's non-employee director
stock option plan. These shares were not previously registered in connection
with any of our stock option plans.
Immediately prior to the effectiveness of the registration statement of
which this prospectus is a part, WPS Investors will transfer the shares of
common stock offered by this prospectus, other than the shares already owned by
Mr. McCall and Ms. Dwyer, to Green Capital IV, L.P., a limited partner of WPS
Investors. Green Capital Investors will in turn immediately transfer the shares
to the selling stockholders who are limited partners of Green Capital IV. HTG
Corp. is the general partner of a limited partnership that is the general
partner of Green Capital IV. None of the shares of common stock offered by this
prospectus are being sold by, or for the account of, Mr. Green, HTG Corp., Green
Capital IV or WPS Investors.
The following table provides the names of, and the number of shares of
common stock being sold by, each selling stockholder as of April 30, 1999. The
information excludes all shares of common stock owned by WPS Investors with
respect to which the selling stockholders are not considered 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 by this prospectus 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."
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APRIL 30, 1999 (1)
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SHARES OF
COMMON STOCK PERCENTAGE COMMON STOCK
NAME OF SELLING BENEFICIALLY OF TOTAL COVERED BY
STOCKHOLDER OWNED VOTING POWER THIS PROSPECTUS
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Melvin L. Adler (2)........
J.D. Bryan (2).............
The Trust for School
Reform (2).................
Susan Mathis (2)...........
M. Katherine Dwyer(3)...... 35,000 * 20,000
Charles W. McCall (4)...... 89,000 * 20,000
O. Miles Pollard (2).......
Walton Corporation (2).....
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* Less than one percent.
(1) Excludes remaining shares of common stock held by WPS Investors, with
respect to which the selling stockholders are not considered to have
beneficial ownership.
(2) Each of the selling stockholders listed, other than Mr. McCall and Ms.
Dwyer, is a limited partner of Green Capital IV, L.P.
(3) Ms. Dwyer is a director of WestPoint Stevens Inc. Includes 35,000 shares as
to which Ms. Dwyer holds currently exercisable options. The shares being
offered for sale under this prospectus relate to shares subject to issuance
upon the exercise of options.
(4) Mr. McCall is a director of WestPoint Stevens Inc. Includes 20,000 shares
held directly, 4,000 shares held indirectly by nieces and nephews and
65,000 shares as to which Mr. McCall holds currently exercisable options.
Mr. McCall disclaims beneficial ownership of the 4,000 shares held by
nieces and nephews. The shares being offered for sale under this prospectus
relate to shares subject to issuance upon the exercise of options.
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PLAN OF DISTRIBUTION
We have been advised that the selling stockholders, including their donees
or pledgees, 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:
(1) an underwritten public offering in which one or more underwriters
participate;
(2) ordinary brokerage transactions;
(3) purchases by a broker-dealer as principal and resale by that
broker-dealer for its own account;
(4) in "block" sale transactions; and
(5) in privately negotiated transactions.
The shares will be sold at prices and on terms then prevailing in the
market, at prices related to the then-current market price of the shares, or at
negotiated prices. At the time that a particular offer is made, a prospectus
supplement , if required, will be distributed that describes 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 that be negotiated prior to the time of sale. Sales will be made only
through broker-dealers properly registered in a subject jurisdiction or in
transactions exempt from registration. Any of these underwriters, broker-dealers
or agents may perform services for us or our affiliates in the ordinary course
of business. We have 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.
Selling stockholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 of the Securities Act, provided
that they meet the criteria and conform to the requirements of such rule.
Under the terms of a Registration Agreement between us and the selling
stockholders, we have agreed to indemnify the selling stockholders for certain
matters, and they have severally agreed to indemnify us as to the accuracy of
some of the information contained in this prospectus.
When shares are to be sold to underwriters, unless otherwise described in
the applicable prospectus supplement, the obligations of the underwriters to
purchase the shares will be subject to 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.
These sales can occur 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 us, to
indemnification from us against certain civil liabilities, including liabilities
under the Securities Act, or to contribution by us 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 of common
stock in connection with the offering made by this prospectus may be considered
to be an "underwriter" within the meaning of the Securities Act and may be
9
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required to deliver a copy of this prospectus, including a prospectus
supplement, if required, to any person who purchases any of the common stock
from or through that broker or dealer.
We will not receive any of the proceeds from the sales of the common stock
by the selling stockholders. Green Capital IV has agreed to reimburse us for the
costs of registering the shares of common stock under the Securities Act,
including the registration fee under the Securities Act, reasonable fees and
disbursements of our counsel, 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 of common stock being offered by this prospectus
will be passed upon for us by our counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included in our Annual Report on Form 10-K for
the year ended December 31, 1998, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedule are incorporated by reference
in reliance on Ernst & Young LLP's report given on their authority as experts in
accounting and auditing.
10
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST
NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS
AN OFFER TO SELL ONLY THE SECURITIES OFFERED HEREBY, BUT ONLY UNDER
CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE.
---------------
TABLE OF CONTENTS
Page
----
Where You Can Find More
Information....................................2
Incorporation of Certain Documents
by Reference...................................2
Forward-Looking Statements.........................3
Who We Are.........................................3
Risk Factors.......................................4
Use of Proceeds....................................6
Selling Stockholders...............................7
Plan of Distribution...............................8
Legal Matters......................................9
Experts............................................9
================================================================================
================================================================================
1,390,000 Shares
WESTPOINT STEVENS INC.
Common Stock
PROSPECTUS
________, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table describes the expenses we expect to incur in connection
with the registration of the shares of common stock described in this
registration statement. All amounts, except the SEC registration fee, are
estimated.
SEC registration fee................................. $13,235
Legal fees and expenses.............................. 25,000
Accounting fees and expenses......................... 20,000
Miscellaneous........................................ 1,765
-------
Total ............................................... $60,000
=======
- --------------
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 we retain and all other expenses incurred by us. These costs, or
estimates of these costs, have been stated above. The selling stockholders will
bear other costs relating to the registration of the shares of common stock
under the Securities Act, including all underwriting discounts and commissions,
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 that
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 that 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 that 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 the action or suit was brought shall determine upon adjudication
II-1
<PAGE>
that, despite the adjudication of liability but in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for his
expenses which the Court of Chancery of Delaware or 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 in the action, suit or proceeding, that person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
that person in connection with the action, suit or proceedings.
Any 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 that person has met the applicable standard of conduct
described above. This determination shall be made:
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or proceeding or
(2) if the quorum discussed in clause (i) is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or
(3) 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 that person and incurred by him in any of those
capacities, or arising out of his status as director, officer, employee or
agent, whether or not the corporation would have the power to indemnify that
person.
(2) By-law Provisions on Indemnity. Article V of our Amended and Restated
By-laws, as the same may be amended from time to time, provide the extent to
which our directors and officers may be indemnified by us against liabilities
which they may incur while serving as a director or officer. Article V generally
provides that we shall indemnify our directors and officers 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 our director or officer or director or officer 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
that capacity, against expenses (including attorneys' fees and disbursements),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection with the action, provided that the applicable standard of
conduct set forth in Section 145 of DGCL was met and, provided further, that the
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 our company to procure a judgment in our favor. Subject to
the procedures for indemnification of directors and officers set forth in the
By-laws, the indemnification of our directors and officers provided for in the
By-laws is in all other respects substantially similar to that provided for in
Section 145 of the DGCL. This indemnification shall continue as to a person who
has ceased to be our director or officer and shall inure to the benefit of the
heirs, executors, and administrators of that person.
(3) Indemnification Agreements. In addition, each of our directors and the
executive officers are entitled to indemnification from us under separate
agreements between us and those persons.
II-2
<PAGE>
We have in effect insurance policies covering all of our directors and
officers in instances where by law they may not be indemnified by us.
The above discussion of our By-Laws 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 the 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 our company as
disclosed above, we have been informed that in the opinion of the Securities and
Exchange Commission the indemnification is against public policy as expressed in
the Act and is therefore unenforceable.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits:
Exhibit
Number Description of Exhibit
3.1 Restated Certificate of Incorporation of WestPoint Stevens Inc., as
currently in effect, incorporated by reference to Exhibit 3(a) to the
Registration Statement on Form S-4 (Commission File No. 333-59817)
filed with the Commission on July 24, 1998.
3.2 Amended and Restated By-Laws of WestPoint Stevens Inc., as currently in
effect, incorporated by reference to Exhibit 3.4 of the Post-Effective
Amendment No. 1 to Registration Statement on Form S-1 (Commission File
No. 33-77726) filed with the Commission on May 19, 1994.
4 Form 15 (Commission File No. 0-21496) filed with the Commission on May
25, 1995.
5 Opinion of Company Counsel with respect to the 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).
24.1 Power of Attorney (included on the signature page to the registration
statement).*
- --------------------------------------------
* 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.
II-3
<PAGE>
(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 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 New York, New York, on this 18th day of May 1999.
WESTPOINT STEVENS INC.
By: /s/ Holcombe T. Green, Jr.
-----------------------------------
Name: Holcombe T. Green, Jr.
Title: 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 attorneys-in-fact and
agents, 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
sign any related Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, 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
attorneys-in-fact and agents, or any of them or their substitute or substitutes,
could lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Holcombe T. Green, Jr. Chairman of the Board and Chief Executive May 18, 1999
- ------------------------------------ Officer (Principal Executive Officer)
Holcombe T. Green, Jr.
/s/ Thomas J. Ward President and Chief Operating Officer May 18, 1999
- ------------------------------------
Thomas J. Ward
/s/ Morgan M. Schuessler Executive Vice President/Finance and May 18, 1999
- ------------------------------------ Chief Financial Officer (Principal
Morgan M. Schuessler Financial Officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ J. Nelson Griffith Controller (Principal Accounting Officer) May 18, 1999
- ---------------------------------------
J. Nelson Griffith
/s/ Hugh M. Chapman Director May 18, 1999
- ---------------------------------------
Hugh M. Chapman
/s/ M. Katherine Dwyer Director May 18, 1999
- ---------------------------------------
M. Katherine Dwyer
/s/ John G. Hudson Director May 18, 1999
- ---------------------------------------
John G. Hudson
/s/ Gerald B. Mitchell Director May 18, 1999
- ---------------------------------------
Gerald B. Mitchell
/s/ John F. Sorte Director May 18, 1999
- ---------------------------------------
John F. Sorte
/s/ Charles W. McCall Director May 18, 1999
- ---------------------------------------
Charles W. McCall
</TABLE>
<PAGE>
DESCRIPTION OF EXHIBITS
Exhibit
Number Description of Exhibit
3.1 Restated Certificate of Incorporation of WestPoint Stevens Inc., as
currently in effect, incorporated by reference to Exhibit 3(a) to the
Registration Statement on Form S-4 (Commission File No. 333-59817)
filed with the Commission on July 24, 1998.
3.2 Amended and Restated By-Laws of WestPoint Stevens Inc., as currently in
effect, incorporated by reference to Exhibit 3.4 of the Post-Effective
Amendment No. 1 to Registration Statement on Form S-1 (Commission File
No. 33-77726) filed with the Commission on May 19, 1994.
4 Form 15 (Commission File No. 0-21496) filed with the Commission on May
25, 1995.
5 Opinion of Company Counsel with respect to the 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).
24.1 Power of Attorney (included on the signature page to the registration
statement).*
- --------------------------------------------
* Filed herewith.
EXHIBIT 5
May 18, 1999
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 1,390,000 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 or, in the case of Shares to be issued
subject to option agreements, will be when issued in accordance with the
respective option agreements, 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
<PAGE>
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 PUBLIC ACCOUNTANTS
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 1,390,000 shares of its common stock and to the
incorporation by reference therein of our report dated February 9, 1999 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, 1998 filed with the Securities and Exchange Commission.
Ernst & Young LLP
/s/ Ernst & Young LLP
Columbus, Georgia
May 14, 1999
