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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
WESTPOINT STEVENS INC.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
919610 5
919630 3
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(CUSIP Number)
Holcombe T. Green, Jr., HTG Corp., Atlanta Financial Center
3343 Peachtree Road, N.E., Suite 1420, Atlanta, Georgia 30326 (404) 261-1187
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
February 11, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following pages)
(Page 1 of 10 Pages)
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SCHEDULE 13D
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CUSIP NO. 919610 5, 919630 3 PAGE 2 OF 10 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WPS Investors, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
NA
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 15,483,306
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
15,483,306
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,483,306
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.7%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14 PN
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SCHEDULE 13D
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CUSIP NO. 919610 5, 919630 3 PAGE 3 OF 10 PAGES
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- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
HTG Corp.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER
0
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 16,283,639
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,283,639
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,283,639
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.3%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14 CO
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SCHEDULE 13D
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CUSIP NO. 919610 5, 919630 3 PAGE 4 OF 10 PAGES
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- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Holcombe T. Green, Jr.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [X]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
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7 SOLE VOTING POWER
1,700,186
---------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 16,283,639
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,700,186
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
16,516,139
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,216,325
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.2%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14 IN
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AMENDMENT NO. 8
TO SCHEDULE 13-D
This Amendment No. 8 amends the indicated items of the statement on
Schedule 13D, as amended, relating to the Class A Common Stock, $.01 par value
("Shares"), of WestPoint Stevens Inc., a Delaware corporation, filed on behalf
of WPS Investors, L.P. ("WPS"), a Georgia limited partnership; HTG Corp., a
Georgia corporation which is the sole general partner of WPS; and Holcombe T.
Green, Jr., the President and sole director and shareholder of HTG Corp., as
indicated below.
Item 2. Identity and Background
Item 2 is hereby restated as follows:
(a) This statement is filed on behalf of WPS; HTG Corp., which is the
sole general partner of WPS; and Holcombe T. Green, Jr., the sole director and
shareholder and President of HTG Corp. The only other officers of HTG Corp. are
Andrea Comeau-Shirley, Vice President, and Jan J. DeLong, Secretary and
Treasurer. WPS, HTG Corp. and Mr. Green are collectively referred to herein as
the "reporting persons."
(b) The principal business address of each of WPS, HTG Corp., Ms.
Comeau-Shirley and Ms. DeLong is Atlanta Financial Center, 3343 Peachtree Road,
N.E, Suite 1420, Atlanta, Georgia 30326. Mr. Green's business address is 13th
Floor, 1185 Avenue of the Americas, New York, New York 10036.
(c) WPS is a limited partnership which has invested solely in
securities, including the Shares.
HTG Corp. is a corporation whose principal business is to serve as
general partner of WPS.
The principal occupation of Ms. Comeau-Shirley is to serve as Vice
President of HTG Corp., and the principal occupation of Ms. DeLong is to serve
as Secretary and Treasurer of HTG Corp.
The principal occupation of Mr.Green is serving as Chief Executive
Officer of the issuer.
(d) During the last five years, none of the reporting persons, Ms.
Comeau-Shirley or Ms. DeLong has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the reporting persons, Ms.
Comeau-Shirley or Ms. DeLong was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment,
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decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Mr. Green, Ms. Comeau-Shirley and Ms. DeLong are citizens of the
United States of America. WPS is a Georgia limited partnership, and HTG Corp. is
a Georgia corporation.
Item 3. Source and Amount of Funds
Item 3 is hereby amended by adding the following:
The Shares acquired by option exercise, as described in Item 5(c), were
purchased with personal funds of Mr. Green.
The financing for the Proposed Transaction (as defined in Item 4) may
include debt financing, which it is anticipated would be incurred by the issuer,
and/or additional funds provided by the reporting persons or potentially others.
Item 4. Purpose of Transaction
Item 4 is hereby restated as follows:
The reporting persons originally acquired the Shares for investment
purposes and have continuously reviewed this investment based on an evaluation
of the issuer and its business and prospects. As a result of such review, on
February 11, 2000, Holcombe T. Green, Jr. made a proposal to the board of
directors of the issuer that all of the outstanding Shares, other than Excluded
Shares (as defined below), be acquired for a cash purchase price of $21.00 per
share through a merger of an entity owned by the reporting persons with the
issuer or a similar transaction (the "Proposed Transaction"). "Excluded Shares"
means all Shares currently owned by the reporting persons and may include Shares
owned by certain other stockholders to be identified at a future date (such
other stockholders may include certain members of the issuer's management).
Consummation of the Proposed Transaction would be subject to the negotiation of
an agreement to implement the Proposed Transaction and thereafter the approval
of the issuer's board of directors and stockholders, as well as other customary
conditions, including receipt of all necessary regulatory approvals. The
reporting persons anticipate that upon completion of the Proposed Transaction,
the issuer's common stock would cease to be traded on the New York Stock
Exchange and would become eligible for termination of registration under the
Securities Exchange Act of 1934.
Depending on the response of the issuer's board of directors to the
proposal and other factors deemed relevant by the reporting persons, the
reporting persons may formulate other plans and/or make other proposals, and
take such actions with respect to their investment in the issuer, including any
or all of the actions set forth in paragraphs (a) through (j) of Item 4 of
Schedule 13D and any other similar actions as they may determine. Moreover, the
reporting persons may amend or withdraw the proposal at any time in their sole
discretion. Except as set forth in this Item 4, the reporting persons have no
plans or proposals that relate
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to or would result in any of the actions set forth in parts (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5(a) is hereby restated as follows:
The Shares deemed to be beneficially owned by WPS exclude any Shares
owned by any of the limited partners of WPS, with respect to which Shares WPS
has neither voting nor dispositive power and as to which WPS disclaims
beneficial ownership. HTG Corp., as the general partner of WPS, and Mr. Holcombe
T. Green, Jr., as the sole director and shareholder and President of HTG Corp.,
may be deemed to be beneficial owners of all Shares beneficially owned by WPS,
which constitute an aggregate of 15,483,306 Shares, or approximately 31.7% of
the Shares outstanding as of February 7, 2000. In addition, HTG Corp. may be
deemed to be the beneficial owner of the Shares held by the following entities
of which it is general partner: (i) 325,000 Shares held by Green and Company
L.P., a limited partnership, and (ii) 475,333 Shares held by Green Capital IV,
L.P., a limited partnership, as well as the 15,483,306 Shares held by WPS,
constituting an aggregate of 16,283,639 Shares, or approximately 33.3% of the
Shares outstanding on February 7, 2000. In addition, Mr. Green, as sole director
and shareholder and President of HTG Corp., may be deemed beneficial owner of
all Shares beneficially owned by HTG Corp., an aggregate of 16,283,639 Shares as
well as 1,620,186 Shares he owns directly, 80,000 Shares subject to presently
exercisable options, and 232,500 Shares held by Hall Family Investments, L.P., a
limited partnership of which Mr. Green's wife is a general partner with respect
to which he has dispositive power. As a result, Mr. Green may be deemed to be
the beneficial owner of all of the foregoing Shares, constituting an aggregate
of 18,216,325 Shares, or approximately 37.2% of the Shares outstanding as of
February 7, 2000.
Item 5(b) is hereby restated as follows:
WPS has shared power to vote or direct the vote of, and shared power to
dispose or direct the disposition of, 15,483,306 Shares owned directly by WPS.
Since HTG Corp. is the general partner of WPS, Green & Company, L.P. and Green
Capital IV, L.P., HTG Corp. is deemed to have shared voting and dispositive
power with respect to 15,483,306 Shares owned by WPS as well as the 325,000
Shares owned by Green & Company, L.P. and the 475,333 Shares owned by Green
Capital IV, an aggregate of 16,283,369 Shares. As the President of HTG Corp.,
Mr. Green is deemed to have shared voting and dispositive power with respect to
all 16,283,369 Shares as to which HTG Corp. has beneficial ownership, as well as
shared dispositive power with respect to the 232,500 Shares owned by Hall Family
Investments, LP., which constitute an aggregate of 16,516,139 Shares, and sole
voting and dispositive power with respect to 1,620,186 Shares he owns directly
and 80,000 Shares subject to presently exercisable options or an aggregate of
1,700,186 Shares.
Item 5(c) is hereby restated as follows:
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On February 4, 2000, Mr. Green exercised options granted by the issuer
for an aggregate of 384,980 Shares at an exercise price of $13.3125 per Share,
which was paid in cash.
Item 5(d) is hereby restated as follows:
No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of the
Shares.
Item 5(e) is not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Joint Acquisition Statement pursuant to Rule 13d-1(f)(1).
After reasonable 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.
Dated: February 11, 2000
/s/ Holcombe T. Green, Jr.
-----------------------------------------------------
Holcombe T. Green, Jr.,
signing in the capacities and on behalf of each of
the persons listed in Exhibit 1 hereto.
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Sequential Page No.
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<S> <C> <C>
1 Joint Acquisition Statement 10
</TABLE>
9
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13(D)-1(F)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
Dated: February 11, 2000
/s/ Holcombe T. Green, Jr.
------------------------------------------------------
Holcombe T. Green, Jr.,
signing in the capacities and on behalf of each of
the persons listed on Schedule I hereto.
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SCHEDULE I
WPS INVESTORS, L.P.
By: HTG Corp.
General Partner
By: Holcombe T. Green, Jr.
President
HTG CORP.
By: Holcombe T. Green, Jr.
President
HOLCOMBE T. GREEN, JR.
Individually
