As filed with the Securities and Exchange Commission on November 18, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
SCHEDULE 13E-4
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:\851182\02\$8RY02!.DOC\80765.0004
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This Amendment No. 1 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 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Item 3(a) is hereby amended and supplemented by the following information:
On October 27, 1999, the compensation committee of the Board of Directors of the
Company (the "Compensation Committee") granted to Holcombe T. Green, Jr., the
Chairman and Chief Executive Officer of the Company, an award of 500,000 shares
of Common Stock. If Mr. Green's employment with the Company terminates for any
reason other than death, total and permanent disability, or a change of control
of the Company, prior to October 27, 2004, Mr. Green will be obligated to return
to the Company a pro rata portion of the 500,000 shares of Common Stock. On
October 27, 1999, the Compensation Committee also authorized a grant to Mr.
Green of options to purchase 1,000,000 shares of Common Stock at a price of
$18.75 per share. The grant of 800,000 of the 1,000,000 options is subject to
shareholder approval of an amendment to the Company's Omnibus Stock Incentive
Plan. The options vest over a period of five years, 200,000 on each anniversary
of the date of grant.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended and supplemented by incorporation by reference
herein of the information set forth above under Item 3(a).
ITEM 8. ADDITIONAL INFORMATION.
Item 8(a) is hereby amended and supplemented by incorporation by reference
herein of the information set forth above under Item 3(a).
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by the addition of the following
exhibits thereto:
(c)(1) Stock Award Agreement between the Company and Holcombe T.
Green, Jr.
(c)(2) Incentive Stock Option Grant
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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
-------------------------------------
Christopher N. Zodrow
Vice President and Secretary
Date: November 18, 1999
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INDEX TO EXHIBITS
Item Description
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(c)(1) Stock Award Agreement between the Company and
Holcombe T. Green, Jr.
(c)(2) Incentive Stock Option Grant
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Exhibit (c)(1)
WESTPOINT STEVENS INC.
STOCK AWARD AGREEMENT
This Stock Award Agreement (the "Agreement") is entered into as of the
18th day of November, 1999, by and between WESTPOINT STEVENS INC. (the
"Company") and HOLCOMBE T. GREEN, JR. ("Employee").
W I T N E S S E T H
WHEREAS, the Compensation Committee of the Board of Directors of the
Company (the "Committee") has granted to Employee an award of stock, subject to
the terms and conditions set forth herein, to encourage his continued loyalty
and diligence (the "Award"); and
WHEREAS, to further the interests of the Company and Employee, the
parties hereto have set forth the terms of such award in writing in the
Agreement;
NOW, THEREFORE, for and in consideration of the mutual promises herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. STOCK AWARD.
(a) GENERAL. Subject to the restrictions and other conditions
set forth herein, the Company hereby grants to Employee an award of 500,000
shares of common stock of the Company. Such shares are hereinafter referred to
as the "Shares."
(b) BACKGROUND. The Shares were awarded to Employee on October 27,
1999.
2. TERMINATION OF EMPLOYMENT.
(a) GENERAL. If Employee's employment with the Company and all
of its subsidiaries terminates for any reason other than death or Total and
Permanent Disability prior to the earlier of (i) October 27, 2004 or (ii) a
Change in Control of the Company, then Employee shall forfeit all rights in, and
shall be obligated to return to the Company, the number of Shares set forth
below:
Termination prior to: Shares to be Returned
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October 27, 2000 500,000
October 27, 2001 400,000
October 27, 2002 300,000
October 27, 2003 200,000
October 27, 2004 100,000
C:\AGREEMEN\stockaward.htg.wpd
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For purposes of this Section 2, (i) "Total and Permanent Disability"
shall have the meaning set forth in the Retirement Savings Value Plan for
Employees of WestPoint Stevens Inc., provided that the determination of whether
Employee has become Totally and Permanently Disabled shall be made solely by the
Committee, and (ii) "Change in Control" shall have the meaning set forth in that
certain Employment Agreement between West Point-Pepperell, Inc. and Employee
dated March 8, 1993.
(b) RETURN OF SHARES. The Company shall not be obligated to
make any payment to Employee in respect of any Shares required to be returned to
the Company pursuant to this Section 2. In the event Employee has sold,
transferred or otherwise disposed of any Shares required to be returned to the
Company under this Section 2, Employee shall deliver other shares of common
stock of the Company in lieu thereof. The number of Shares required to be
returned to the Company shall be adjusted to reflect any stock split, stock
dividend or similar event affecting the common stock of the Company.
3. DELIVERY OF STOCK CERTIFICATE.
The Company shall deliver a stock certificate representing the
Shares in the name of Employee within a reasonable time after this Agreement has
been executed by Employee.
4. AGREEMENT OF EMPLOYEE.
Employee acknowledges that certain restrictions under state or
federal securities laws may apply with respect to the Shares granted to him
pursuant to the Award. Specifically, Employee acknowledges that (i) the Shares
are "restricted securities" within the meaning of Rule 144 under the Securities
Act of 1933 (the "Securities Act"), and may be resold only in compliance with
Rule 144 (including the holding period thereunder) and (ii) to the extent
Employee is an "affiliate" of the Company (as that term is defined by the
Securities Act), the Shares are subject to certain additional trading
restrictions under applicable securities laws (including Rule 144). Employee
hereby agrees to execute such documents and take such actions as the Company may
reasonably require with respect to state and federal securities laws and any
restrictions on the resale of such shares which may pertain under such laws.
5. EXECUTION OF AGREEMENT.
Employees shall execute this Agreement within 30 days after
receipt of same, or the Agreement and the Award shall be null and void ab
initio.
6. WITHHOLDING.
Employee shall pay an amount equal to the amount of all
applicable federal, state and local employment taxes which the Company is
required to withhold at any time. Such payment may be made in cash, by
withholding from Employees' normal pay, by the
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relinquishment of Shares subject to this Agreement, or by delivery of other
shares of the Company's common stock.
7. MISCELLANEOUS.
(a) LIMITATION OF RIGHTS. The granting of the Award and the
execution of the Agreement shall not give Employee any rights to similar grants
in future years or any right to be retained in the employ or service of the
Company or any of its subsidiaries or to interfere in any way with the right of
the Company or any such Subsidiary to terminate Employee's employment or
services at any time or the right of Employee to terminate his employment at any
time.
(b) STOCKHOLDER RIGHTS. During the period that any Shares
remain subject to be returned to the Company under Section 2, Employee shall
retain all rights of a stockholder of the Company with respect to such Shares,
including the right to vote such Shares and the right to receive dividends paid
in respect of such Shares.
(c) SEVERABILITY. If any term, provision, covenant or
restriction contained in the Agreement is held by a court or a federal
regulatory agency of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions contained in the Agreement shall remain in full force and effect,
and shall in no way be affected, impaired or invalidated.
(d) CONTROLLING LAW. The Agreement is being made in Georgia
and shall be construed and enforced in accordance with the laws of that state.
(e) CONSTRUCTION. The Agreement contains the entire
understanding between the parties and supersedes any prior understanding and
agreements between them representing the subject matter hereof. There are no
representations, agreements, arrangements or understandings, oral or written,
between and among the parties hereto relating to the subject matter hereof which
are not fully expressed herein.
(f) AMENDMENT. Any amendment to this Agreement must be in
writing and signed by both the Company and the Employee.
(g) HEADINGS. Section and other headings contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define or limit the scope, extent or intent of the
Agreement or any provision hereof.
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IN WITNESS WHEREOF, the parties hereto have executed the
Agreement as of day and year first set forth above.
WESTPOINT STEVENS INC.
By: /s/ Christopher N. Zodrow
-------------------------------------
Title: Vice President and Secretary
EMPLOYEE
/s/ Holcombe T. Green, Jr.
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Holcombe T. Green, Jr.
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Exhibit (c)(2)
CHRISTOPHER N. ZODROW Direct Line: 706 645-4112
Vice President and Secretary Fax: 706 645-4772
E-Mail: [email protected]
November 18, 1999
Mr. Holcombe T. Green, Jr.
Green Capital Investors, L.P.
Prominence in Buckhead
3475 Piedmont Road, N.E.
Suite 1600
Atlanta GA 30305
Re: Grant of Incentive Stock Option to Purchase 1,000,000
Non-Qualified Shares under the Omnibus Stock Incentive Plan
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Dear Holcombe:
The WestPoint Stevens Inc. Omnibus Stock Incentive Plan (the "Plan")
provides for the grant of options ("Options") to purchase shares of common stock
of the Company to certain key employees of WestPoint Stevens Inc. (the
"Company") and any subsidiary corporation of the Company. The Compensation
Committee of the Board of Directors of the Company (the "Committee"), which is
also the Committee appointed by the Board of Directors to administer the Plan,
authorized the grant to you as of October 27, 1999, (the "Grant Date") an Option
to purchase shares of the Company's common stock, par value $.01 per share
("Common Stock"), upon the terms and subject to the conditions of this letter
and the Plan. Unless the context otherwise requires, all terms defined in the
Plan shall have the same meaning when used herein.
1. Grant. The Company has granted to you, as a matter of separate
inducement and not in lieu of any salary or other compensation paid or payable
to you for services performed by you for the Company, an Option to purchase, in
accordance with the terms and subject to the conditions set forth in the Plan
and the limitations herein and therein, an aggregate of 1,000,000 shares (the
"Shares") of Common Stock at a price of $18.75 per Share, such price being, in
the good faith judgment of the Committee, not less than one hundred percent
(100%) of the fair market value per share of the Common Stock on the Grant Date.
The grant of 800,000 shares of this option is specifically subject to and
contingent upon shareholder approval at the Company's 2000 Annual Meeting of
Stockholders of a Plan amendment authorizing the issuance of additional shares
in excess of shares currently authorized by the Plan.
F:\SHARED\GROUPS\LEGAL\PAM\GREEN.99
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2. Exercisability; Term. Subject to the provisions and limitations
herein and in the Plan, this Option shall be exercisable by you, on a cumulative
basis, during its Term (as defined below), as follows:
(a) 200,000 shares may be purchased by you upon the first
anniversary of the grant to you of the Option
hereunder;
(b) up to 200,000 of the remaining 800,000 may be
purchased by you upon the second anniversary of the
grant to you hereunder and after the effective date
of the Plan amendment referred to above;
(c) up to an additional 200,000 of the 800,000 Shares may
be purchased by you upon the third anniversary of the
grant to you hereunder and after the effective date
of the Plan amendment referred to above;
(d) up to an additional 200,000 of the 800,000 Shares may
be purchased by you upon the fourth anniversary of
the grant to you hereunder and after the effective
date of the Plan amendment referred to above;
(e) the remaining 200,000 of the 800,000 Shares may be
purchased by you upon the fifth anniversary of the
grant to you hereunder and after the effective date
of the Plan amendment referred to above.
In no event shall you exercise this Option for a fraction of a Share or
for less than one hundred (100) Shares (unless the number being purchased is the
total balance for which the Option is then exercisable).
The unexercised portion of the Option granted herein will automatically
and without notice terminate and become null and void upon the expiration of ten
(10) years from the date of the grant of this Option pursuant to this letter
(the "Expiration Date"), unless terminated sooner in accordance with the terms
hereof or of the Plan (the "Term").
In the event your service as an employee of the Company is terminated
prior to the Expiration Date, this Option shall, to the extent not theretofore
exercised, terminate and become null and void, except to the extent described
below; provided, however, that none of the events described below shall extend
the period of exercisability of this Option beyond the Expiration Date:
(f) if you shall die while employed by the Company or its
subsidiaries during either the three (3) month or one
(1) year period, whichever is applicable, specified
in clauses (g), (h) and (I) below, this Option shall
be exercisable for any or all Shares that you are
entitled to purchase at the time of your death and
shall remain exercisable for up to and
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including one (1) year after the date of your death,
by your legatee, distributee, guardian or legal or
personal representative;
(g) if your employment with the Company and its
subsidiaries is terminated by reason of your
disability (as such term is described in Section
22(e)(3) of the Code), this Option shall be
exercisable for any or all Shares that you are
entitled to purchase at the effective date of
termination of your employment by reason of your
disability, at any time up to and including one (1)
year after such effective date;
(h) if your employment with the Company and its
subsidiaries is terminated by reason of your
voluntary retirement after age sixty-five (65) in
accordance with the Company's practices or if there
is a Change of Control, as such term is defined the
your Employment Agreement dated March 8, 1993, this
Option shall be exercisable for any or all Shares
subject to this Option, whether or not then
exercisable to purchase such Shares, at any time up
to and including three (3) months after the effective
date of such termination; and
(I) if your employment with the Company and its
subsidiaries is terminated for any reason other than
those provided for in clauses (f), (g) or (h) above,
this Option shall be exercisable for any or all
Shares that you are entitled to purchase at the time
of such termination, at any time up to and including
three (3) months after the effective date of such
termination of employment.
3. Transfer. You may transfer this Stock Option to a spouse or lineal
descendant (a "Family Member"), a trust for the exclusive benefit of Family
Members, a partnership or other entity in which all the beneficial owners are
Family Members, or any other entity affiliated with you that may be approved by
the Committee. Subsequent transfers of this Option shall be prohibited except in
accordance with this Section. All terms and conditions of this Option, including
provisions relating to the termination of your employment or service with the
Company, shall continue to apply following a transfer made in accordance with
this Section.
4. Method of Exercise. To exercise this option as to all or part of the
Shares pursuant to this Option, you must give written notice to the Secretary of
the Company at the principal business office of the Company (I) referring to
this letter, (ii) specifying the number of Shares to be purchased and (iii)
specifying a business day not more than ten (10) days from the date such notice
is given for the payment of the exercise price for the Shares being purchased
against delivery by the Company of such Shares.
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5. Payment of Exercise Price with Shares. In lieu of payment in cash
for any Shares being purchased upon exercise of this Option, you may exercise
this Option, to the extent permitted by applicable law, in whole or in part, by
delivering to the Company shares of Common Stock or any shares of capital stock
into which such shares may have been reclassified or otherwise changed (in
proper form for transfer and accompanied by all requisite stock transfer tax
stamps or cash in lieu thereof) that have been owned by you for at least six (6)
months and which have a fair market value equal to the cash exercise price
applicable to that portion of the Option being exercised. The fair market value
of the shares being delivered in lieu of cash in payment of the exercise price
shall be determined as of the date immediately preceding the date on which this
Option is exercised, subject to any other requirements set forth in the Plan.
6. Withholding Taxes. If you dispose of any Shares acquired pursuant to
the exercise of this Option in a disqualifying disposition (within the meaning
of Section 421(b) of the Code), the Company may require you to reimburse it for
any taxes required by any governmental taxing authority to be withheld or
otherwise deducted and paid by the Company and/or its subsidiaries in respect of
the issuance or disposition of such Shares. In lieu thereof, the Company and/or
its subsidiaries shall have the right to withhold the amount of such taxes from
any other sums due or to become due from them to you, upon such terms and
conditions as the Committee shall prescribe. The Company and/or its subsidiaries
may, in its discretion, hold the stock certificate to which you are entitled
upon exercise of this Option as security for the payment of such withholding tax
liability until cash sufficient to pay that liability has been paid or otherwise
accumulated from any other sums due from them to you.
7. Certain Other Restrictions. If the Company, in its sole discretion,
shall determine that in order to comply with applicable securities laws it is
necessary for the certificate or certificates representing the Shares purchased
pursuant to the exercise of this Option to bear an appropriate legend giving
notice of applicable restrictions on transfer under or in respect of such laws,
such certificate or certificates shall bear such a legend, the form and
substance of which shall be determined by the Company in its sole discretion.
You hereby covenant and agree with the Company that if, at the time of
exercise of this Option, the Shares subject to this Option are not registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "Act"), and applicable state securities laws, that as a
condition to exercise, you will execute and deliver to the Company a written
statement, in form satisfactory to the Committee, (I) representing and
warranting to the Company that you are purchasing the Shares for your own
account, for investment only and not with a view to the public resale or
distribution thereof in violation of any federal or applicable state securities
laws, (ii) agreeing that any subsequent offer for resale or resale of any such
Shares shall be made either pursuant to (x) an effective registration statement
under the Act and applicable state securities laws covering such Shares or (y)
specific exemptions from the registration and prospectus delivery
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requirements of the Act and any applicable state securities laws, but in
claiming such exemptions, you shall, prior to any offer for resale or resale of
such Shares, obtain a favorable written opinion of counsel, in form and
substance satisfactory to counsel for the Company, as to the applicability of
such exemptions.
8. Plan Controls. This Agreement is subject to all terms, conditions,
limitations and restrictions contained in the Plan and the Plan shall be
controlling in the event of any conflicting or inconsistent provisions with this
letter.
Please indicate your acceptance of all the terms and conditions of this
Option and the Plan by signing and returning the enclosed copy of this letter to
the undersigned.
Very truly yours,
WESTPOINT STEVENS INC.
/s/ Christopher N. Zodrow
Christopher N. Zodrow
Vice President & Secretary
Attachment
ACCEPTED AND AGREED
AS OF THE DATE HEREOF:
/s/ Holcombe T. Green, Jr.
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