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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, DC 20549
-----------
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _____)
WESTPOINT STEVENS INC.
(Name of the Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
961238 102
961238 201
(CUSIP Number of Class of Securities)
Christopher N. Zodrow, 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 Notice and
Communications on Behalf of Person(s) Filing Statement)
Copies to:
Howard Chatzinoff, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities
Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
NY2:\903558\04\80765.0025
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Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting
for results of the transaction: [ ]
- ------------------------------------------- ------------------------------------
Transaction Valuation* Amount of Filing Fee
- ------------------------------------------- ------------------------------------
649,202,677 $129,841
- ------------------------------------------- ------------------------------------
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
[X] Check the box if any part of the fee is offset as provided by
Exchange Act 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: $129,841.00
Form or Registration No.: Preliminary Proxy Statement on Schedule 14A
Filing Party: WestPoint Stevens Inc.
Date Filed: April 25, 2000
The price is $22.00 per share of common stock. The proposed maximum
aggregate value of the transaction is $649,202,677, which is the sum of (1) the
product of 28,967,464 shares of outstanding common stock (excluding 20,381,934
shares that will continue to be outstanding following the recapitalization) and
$22.00 per share, plus (2) $11,918,469 to be paid in respect of the cancellation
of options for 1,955,128 shares of common stock (calculated as the aggregate
amount of the excess, if any, of $22.00 over the exercise price specified in
each option). The filing fee equals 1/50 of 1% of the maximum aggregate value of
the transaction.
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This Rule 13e-3 transaction statement (this "Statement") of WestPoint
Stevens Inc., a Delaware corporation ("WestPoint"), relates to the Plan of
Recapitalization dated as of March 24, 2000 (the "Plan"), pursuant to which the
capital stock of WestPoint will be reclassified through two charter amendments
to WestPoint's certificate of incorporation (the "Recapitalization"). In the
Recapitalization, shares of WestPoint common stock, par value $0.01 per share,
outstanding immediately before the effective time of the Recapitalization and
held by public stockholders (as defined in the Plan) will be reclassified and
converted into an equal number of shares of series B participating preferred
stock, par value $0.01 per share, and each reclassified share will be
immediately redeemed for $22.00 in cash, without interest. Shares of common
stock held by exchanging stockholders (as defined in the Plan) will be exchanged
for an equal number of shares of series A participating preferred stock, par
value $0.01 per share, immediately prior to the effective time of the
Recapitalization; at such effective time, the shares of series A participating
preferred stock will be reclassified and converted into an equal number of
shares of common stock of WestPoint.
The Plan has already been approved by the board of directors of
WestPoint (without the participation of Holcombe T. Green, Jr. and Thomas J.
Ward). This Statement is intended to satisfy the reporting requirements of
Section 13(e) of the Securities Exchange Act of 1934, as amended (the
"Exchanging Act").
This Statement is filed in connection with the filing by WestPoint of
a preliminary proxy statement (the "Proxy Statement") under Regulation 14A of
the Exchange Act relating to the Recapitalization and the Plan. The information
in the Proxy Statement is hereby expressly incorporated herein by reference in
response to the items of Schedule 13e-3, except as otherwise set forth below.
ITEM 2. SUBJECT COMPANY INFORMATION
(e) Prior Public Offerings. None
ITEM 4. TERMS OF THE TRANSACTION
(e) Provisions for Unaffiliated Security Holders. No
provisions have been made by WestPoint in connection
with the Recapitalization to grant unaffiliated security
holders access to WestPoint's corporate files or to
obtain counsel at WestPoint's expense.
(f) Eligibility for Listing or Trading. Not applicable.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(b) Conditions. WestPoint does not have any alternative
financing arrangements or plans in the event the primary
financing plans for the Recapitalization falls through.
ITEM 13. FINANCIAL STATEMENTS.
(b) Pro Forma Information. Not applicable.
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ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Statement:
(a)(1) Preliminary copy of Letter to Shareholders, incorporated by
reference to Schedule 14A filed by West Point with the
Securities and Exchange Commission on April 25, 2000.
(a)(2) Preliminary copy of Notice of Special Meeting of
Shareholders, incorporated by reference to Schedule 14A
filed by West Point with the Securities and Exchange
Commission on April 25, 2000.
(a)(3) Preliminary Proxy Statement, incorporated by reference to
Schedule 14A filed by West Point with the Securities and
Exchange Commission on April 25, 2000.
(a)(4) Form of Proxy, incorporated by reference to Annex D to
Schedule 14A filed by West Point with the Securities and
Exchange Commission on April 25, 2000.
(a)(5) Press release issued by WestPoint dated March 24, 2000,
incorporated by reference to the Current Report on Form 8-K
filed by WestPoint with the Securities and Exchange
Commission on March 27, 2000.
(b)(1) Credit Agreement, dated __________, 2000, among WestPoint,
First Union National Bank and the other parties set forth
therein, to be filed by amendment.
(c)(1) Fairness Opinion of Merrill Lynch & Co., dated March 24,
2000.
(c)(2) Fairness Opinion of Banc of America Securities LLC, dated
March 24, 2000.
(c)(3) Form of Fairness Opinion of Merrill Lynch & Co., dated
________, 2000, incorporated by reference to Annex B-1 to
Schedule 14A filed by WestPoint with the Securities and
Exchange Commission on April 25, 2000.
(c)(4) Form of Fairness Opinion of Banc of America Securities LLC,
dated _______, 2000, incorporated by reference to Annex B-2
to Schedule 14A filed by West Point with the Securities and
Exchange Commission on April 25, 2000.
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(d)(1) Plan of Recapitalization, dated as of March 24, 2000,
incorporated by reference to Annex A to Schedule 14A filed
by West Point with the Securities and Exchange Commission
on April 25, 2000.
(d)(2) Letter from WPS Investors, L.P. to WestPoint, dated March
24, 2000, incorporated by reference to Exhibit 3 to
Schedule 13D/A filed by Holcombe T. Green, Jr. with the
Securities and Exchange Commission on March 28, 2000.
(d)(3) Letter from Holcombe T. Green, Jr. to WestPoint, dated
March 24, 2000, incorporated by reference to Exhibit 4 to
Schedule 13D/A filed by Holcombe T. Green, Jr. with the
Securities and Exchange Commission on March 28, 2000.
(d)(4) Letter from Green Capital IV, L.P. to WestPoint, dated
March 24, 2000, incorporated by reference to Exhibit 5 to
Schedule 13D/A filed by Holcombe T. Green, Jr. with the
Securities and Exchange Commission on March 28, 2000.
(d)(5) Letter from Green & Company, L.P. to WestPoint, dated March
24, 2000, incorporated by reference to Exhibit 6 to
Schedule 13D/A filed by Holcombe T. Green, Jr. with the
Securities and Exchange Commission on March 28, 2000.
(d)(6) Letter from Hall Family Investments, L.P. to WestPoint,
dated March 24, 2000.
(d)(7) Letter from Tom Ward to WestPoint, dated March 31, 2000.
(d)(8) Letter from David C. Meek to WestPoint, dated March 31,
2000.
(d)(9) Letter from Jack Toolan to WestPoint, dated March 31, 2000.
(d)(10) Letter from Joan Amberg to WestPoint, dated March 31,
2000.
(d)(11) Letter from Northeast Investors Trust to WestPoint, dated
March 31, 2000.
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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.
Dated: April 25, 2000
WESTPOINT STEVENS INC.
/s/ Christopher N. Zodrow
-------------------------
By: Christopher N. Zodrow
Title: Vice President and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1) Preliminary copy of Letter to Shareholders, incorporated by reference
to Schedule 14A filed by West Point with the Securities and Exchange
Commission on April 25, 2000.
(a)(2) Preliminary copy of Notice of Special Meeting of Shareholders,
incorporated by reference to Schedule 14A filed by West Point with
the Securities and Exchange Commission on April 25, 2000.
(a)(3) Preliminary Proxy Statement, incorporated by reference to Schedule
14A filed by West Point with the Securities and Exchange Commission
on April 25, 2000.
(a)(4) Form of Proxy, incorporated by reference to Annex D to Schedule 14A
filed by West Point with the Securities and Exchange Commission on
April 25, 2000.
(a)(5) Press release issued by WestPoint dated March 24, 2000, incorporated
by reference to the Current Report on Form 8-K filed by WestPoint
with the Securities and Exchange Commission on March 27, 2000.
(b)(1) Credit Agreement, dated __________, 2000, among WestPoint, First
Union National Bank and the other parties set forth therein, to be
filed by amendment.
(c)(1) Fairness Opinion of Merrill Lynch & Co., dated March 24, 2000.
(c)(2) Fairness Opinion of Banc of America Securities LLC, dated March 24,
2000.
(c)(3) Form of Fairness Opinion of Merrill Lynch & Co., dated ________,
2000, incorporated by reference to Annex B-1 to Schedule 14A filed by
WestPoint with the Securities and Exchange Commission on April 25,
2000.
(c)(4) Form of Fairness Opinion of Banc of America Securities LLC, dated
_______, 2000, incorporated by reference to Annex B-2 to Schedule 14A
filed by West Point with the Securities and Exchange Commission on
April 25, 2000.
(d)(1) Plan of Recapitalization, dated as of March 24, 2000, incorporated by
reference to Annex A to Schedule 14A filed by West Point with the
Securities and Exchange Commission on April 25, 2000.
(d)(2) Letter from WPS Investors, L.P. to WestPoint, dated March 24, 2000,
incorporated by reference to Exhibit 3 to Schedule 13D/A filed by
Holcombe T. Green, Jr. with the Securities and Exchange Commission on
March 28, 2000.
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(d)(3) Letter from Holcombe T. Green, Jr. to WestPoint, dated March 24,
2000, incorporated by reference to Exhibit 4 to Schedule 13D/A filed
by Holcombe T. Green, Jr. with the Securities and Exchange Commission
on March 28, 2000.
(d)(4) Letter from Green Capital IV, L.P. to WestPoint, dated March 24,
2000, incorporated by reference to Exhibit 5 to Schedule 13D/A filed
by Holcombe T. Green, Jr. with the Securities and Exchange Commission
on March 28, 2000.
(d)(5) Letter from Green & Company, L.P. to WestPoint, dated March 24, 2000,
incorporated by reference to Exhibit 6 to Schedule 13D/A filed by
Holcombe T. Green, Jr. with the Securities and Exchange Commission on
March 28, 2000.
(d)(6) Letter from Hall Family Investments, L.P. to WestPoint, dated March
24, 2000.
(d)(7) Letter from Tom Ward to WestPoint, dated March 31, 2000.
(d)(8) Letter from David C. Meek to WestPoint, dated March 31, 2000.
(d)(9) Letter from Jack Toolan to WestPoint, dated March 31, 2000.
(d)(10) Letter from Joan Amberg to WestPoint, dated March 31, 2000.
(d)(11) Letter from Northeast Investors Trust to WestPoint, dated March 31,
2000.
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EXHIBIT (C)(1)
[Merrill Lynch Letterhead]
March 24, 2000
The Board of Directors
WestPoint Stevens Inc.
507 West Tenth Street
West Point, GA 31833
Members of the Board:
WestPoint Stevens Inc. (the "Company") proposes to adopt a Plan of
Recapitalization (the "Plan") pursuant to which the capital stock of the Company
will be reclassified (the "Reclassification") and each outstanding share of the
Company's common stock, par value $0.01 per share (the "Shares"), will be
reclassified as and converted into one share of Series B Participating Preferred
Stock, par value $0.01 per share, of the Company (the "Series B Preferred
Stock"). Promptly following the Reclassification, the Company will redeem all
outstanding shares of Series B Preferred Stock on the basis of one share of
Series B Preferred Stock for $22.00 in cash (the "Redemption Amount"). In
addition, prior to the Reclassification, the Shares held by certain holders (the
"Exchanging Stockholders") will be exchanged for shares of Series A
Participating Preferred Stock, par value $0.01 per share, of the Company (the
"Series A Preferred Stock"). Pursuant to the Reclassification, each outstanding
share of Series A Preferred Stock, par value $0.01 per share, of the Company
will be reclassified as and converted into one share of common stock, par value
$0.01 per share of the Company (the "New Shares").
You have asked us whether, in our opinion, the Redemption Amount is
fair from a financial point of view to the holders of the Shares, other than the
Exchanging Stockholders.
In arriving at the opinion set forth below, we have, among other
things:
(1) Reviewed certain publicly available business and financial
information relating to the Company that we deemed to be
relevant;
(2) Reviewed certain information, including financial
forecasts, relating to the business, earnings, cash flow,
assets, liabilities and prospects of the Company,
furnished to us by the Company;
(3) Conducted discussions with members of senior management of
the Company concerning the matters described in clauses 1
and 2 above;
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(4) Reviewed the historical market prices and trading activity
for the Shares and compared them with those of certain
publicly traded companies that we deemed to be relevant;
(5) Reviewed the results of operations of the Company and
compared them with those of certain companies that we
deemed to be relevant;
(6) Compared the proposed financial terms of the
Reclassification with the financial terms of certain other
transactions that we deemed to be relevant;
(7) Participated in certain discussions and negotiations among
various representatives of the Company and its management,
including their advisors;
(8) Reviewed a draft dated March 23, 2000, of the Plan; and
(9) Reviewed such other financial studies and analyses and
took into account such other matters as we deemed
necessary, including our assessment of general economic,
market and monetary conditions.
In preparing our opinion, we have assumed and relied on the accuracy
and completeness of all information supplied or otherwise made available to us,
discussed with or reviewed by or for us, or publicly available, and we have not
assumed any responsibility for independently verifying such information or
undertaken an independent evaluation or appraisal of any of the assets or
liabilities of the Company. In addition, we have not assumed any obligation to
conduct any physical inspection of the properties or facilities of the Company.
With respect to the financial forecasts furnished to or discussed with us by the
Company, we have assumed that they have been reasonably prepared and reflect the
best currently available estimates and judgment of the Company's management as
to the expected future financial performance of the Company. We have also
assumed that the final form of the Plan will be substantially similar to the
last draft reviewed by us. Our opinion is necessarily based upon market,
economic and other conditions as they exist and can be evaluated on, and on the
information made available to us as of, the date hereof.
In connection with the preparation of this opinion, we solicited
third-party indications of interest for the acquisition of the Company. We have
not been asked to consider, and our opinion does not in any manner address, the
value of the New Shares following the Reclassification.
We are acting as financial advisor to the Company in connection with
the Reclassification and will receive a fee from the Company for our services, a
significant portion of which is contingent upon the consummation of the
Reclassification. In addition, the Company has agreed to indemnify us for
certain liabilities arising out of our engagement.
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We have, in the past, provided financial advisory and financing
services to the Company and have received fees for the rendering of such
services. In the ordinary course of our business, we may actively trade shares
of the Company's common stock and debt securities for our own account or for the
accounts of our customers and, accordingly, may at any time hold a long or short
position in such securities.
This opinion is for the use and benefit of the Board of Directors of
the Company. Our opinion does not address the merits of the underlying decision
by the Company to engage in the Reclassification and does not constitute a
recommendation to any stockholder as to how such stockholder should vote on the
Reclassification.
On the basis of, and subject to the foregoing, we are of the opinion
that, as of the date hereof, the Redemption Amount is fair from a financial
point of view to the holders of the Shares, other than the Exchanging
Stockholders.
Very truly yours,
/s/ MERRILL LYNCH,
PIERCE, FENNER & SMITH
INCORPORATED
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EXHIBIT (C)(2)
[Banc of America Securities Letterhead]
March 24, 2000
Board of Directors
WestPoint Stevens Inc.
1185 Avenue of the Americas
New York, New York 10036
Members of the Board of Directors:
You have requested our opinion as to the fairness from a financial
point of view to the stockholders of WestPoint Stevens Inc. (the "Company"),
other than the Exchanging Stockholders (as defined in the Plan (as defined
below)), of the Redemption Amount (as defined below) proposed to be received by
such stockholders in connection with the proposed recapitalization (the
"Recapitalization") of the Company. Pursuant to the terms of the March 23, 2000
draft Plan of Recapitalization, including the certificates of amendment to
certificate of incorporation of the Company attached as exhibits thereto (the
"Plan"), the Exchanging Stockholders will exchange their shares of common stock,
par value $0.01 per share, of the Company (the "Shares") indirectly into New
Shares (as defined in the Plan) of the Company and each remaining Share
outstanding and not held by the Exchanging Stockholders will be reclassified as,
and converted into, one share of Series B Participating Preferred Stock, par
value $0.01 per share, of the Company (the "Series B Preferred Stock"), and each
share of Series B Preferred Stock will thereafter be promptly redeemed for
$22.00 in cash (the "Redemption Amount"). The terms and conditions of the
Recapitalization are more fully set out in the Plan.
For purposes of the opinion set forth herein, we have:
(i) reviewed certain publicly available financial statements
and other business and financial information of the
Company;
(ii) reviewed certain internal financial statements and other
financial and operating data concerning the Company;
(iii) analyzed, including by performing discounted cash flow
analysis, certain financial forecasts prepared by the
management of the Company;
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(iv) discussed the past and current operations, financial
condition and prospects of the Company with senior
executives of the Company;
(v) reviewed the reported prices and trading activity for the
Shares;
(vi) compared the financial performance of the Company and the
prices and trading activity of the Shares with that of
certain other publicly traded companies we deemed
relevant;
(vii) compared certain financial terms of the Recapitalization
to financial terms, to the extent publicly available, of
certain other business combination transactions we deemed
relevant;
(viii) reviewed the projected capital structure of the Company
following the Recapitalization and the forecasts prepared
by the management of the Company of the future financial
performance of the Company under such capital structure;
(ix) participated in discussions among representatives of the
Company and the Exchanging Stockholders and their legal
advisors;
(x) reviewed the Plan and certain related documents;
(xi) reviewed the financing commitment from First Union
National Bank and First Union Securities, Inc. for
$1,100,000,000 of bank credit facilities and $50,000,000
of the $125,000,000 of redeemable senior preferred stock;
(xii) reviewed the equity commitment of GSC Partners and its
affiliates;
(xiii) reviewed the terms of the Company's 7-7/8% Senior Notes
due 2005 and the 7-7/8% Senior Notes due 2008; and
(xiv) performed such other analyses and considered such other
factors as we have deemed appropriate.
We have assumed and relied upon, without independent verification,
the accuracy and completeness of the financial and other information reviewed by
us for the purposes of this opinion. With respect to the financial forecasts, we
have assumed that they have been reasonably prepared on bases reflecting the
best currently available estimates and good faith judgments of the future
financial performance of the Company. We have not made any independent valuation
or appraisal of the assets or liabilities of the Company, nor have we been
furnished with any such appraisals.
We were not requested to and did not provide advice concerning the
structure, the specific amount of the consideration, or any other aspects of the
transactions contemplated by the Plan (the "Transactions"), or to provide
services other than the delivery of this opinion. We understand that Merrill
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Lynch & Co., Inc., which is also acting as an advisor to the Board of Directors,
solicited expressions of interest from a range of interested parties with
respect to the sale of the Company. We were not requested to and did not solicit
any expressions of interest from any other parties with respect to the sale of
all or any part of the Company or any other alternative transaction. We did not
participate in negotiations with respect to the terms of the Transactions.
Consequently, no opinion is expressed as to whether any alternative transaction
might produce consideration for the Company's stockholders in an amount in
excess of that contemplated in the Recapitalization.
We will receive a fee for our services in connection with the
Transaction which is contingent upon the consummation of the Recapitalization.
Banc of America Securities LLC or its affiliates are currently providing
financial advisory and financing services for the Company and the Chairman of
the Company, who is an Exchanging Stockholder, and have received fees for the
rendering of these services. In the past, Banc of America Securities LLC or its
affiliates have provided financial advisory and financing services for the
Company including, but not limited to, serving as administrative agent on the
Company's syndicated senior revolving facility; co-managing the offering of the
Company's 7-7/8% Senior Notes due 2005 and 7-7/8% Senior Notes due 2008; acting
as co-advisor for the Company's accounts receivable securitization; and
providing treasury management, foreign exchange and leasing services. In the
ordinary course of our businesses, we and our affiliates may actively trade the
debt and equity securities of the Company for our own account or for the
accounts of customers and, accordingly, we or our affiliates may at any time
hold long or short positions in such securities.
It is understood that this letter is for the benefit and use of the
Board of Directors (excluding any members thereof who are Exchanging
Stockholders) of the Company in connection with and for purposes of its
evaluation of the Recapitalization and is not on behalf of, and shall not confer
rights or remedies upon, any person other than the Board of Directors. This
opinion may not be disclosed, referred to, or communicated (in whole or in part)
to any third party for any purpose whatsoever except with our prior written
consent in each instance. However, this opinion may be included in its entirety
in any filing made by the Company in respect of the Recapitalization with the
Securities and Exchange Commission, so long as this opinion is reproduced in
such filing in full and any description of or reference to us or summary of this
opinion and the related analysis in such filing is in a form acceptable to us
and our counsel. In furnishing this opinion, we do not admit that we are experts
within the meaning of the term "experts" as used in the Securities Act of 1933,
as amended (the "Securities Act"), and the rules and regulations promulgated
thereunder, nor do we admit that this opinion constitutes a report or valuation
within the meaning of Section 11 of the Securities Act. Our opinion is
necessarily based on economic, market and other conditions as in effect on, and
the information made available to us as of, the date hereof. It should be
understood that subsequent developments may affect this opinion. In addition, we
express no opinion or recommendation as to how the stockholders of the Company
should vote at the stockholders' meeting held in connection with the
Recapitalization.
Based upon and subject to the foregoing, including the various
assumptions and limitations set forth herein, we are of the opinion on the date
hereof that the Redemption Amount to be received by the Company's stockholders,
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other than the Exchanging Stockholders, in the proposed Recapitalization is fair
from a financial point of view to the Company's stockholders, other than the
Exchanging Stockholders.
Very truly yours,
/s/ BANC OF AMERICA SECURITIES LLC
15
EXHIBIT (D)(6)
Hall Family Investments
March 24, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
We understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). We further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. We are currently a WestPoint
stockholder.
We would like to maintain our equity investment in WestPoint.
Therefore, we request that WestPoint permit us to exchange our shares of Common
Stock for shares of Series A Participating Preferred Stock so that we may
continue as a stockholder after our Series A Participating Preferred Stock is
reclassified into Common Stock upon consummation of the Plan. We understand that
WestPoint will be a private company after the transaction and thus we will be
asked to enter into customary agreements with WestPoint, in which we will
acknowledge and agree that the transfer of our shares will be restricted by
applicable federal and state securities law, and whereby we will grant to
WestPoint a right of first refusal as to any transfer of our shares as long as
WestPoint remains a private company. The other WestPoint stockholders will be
subject to the same restrictions. Further, we understand that WestPoint will
grant us registration rights, information rights and similar customary rights,
as well as grant such rights to WestPoint's other stockholders. We understand
that WestPoint will be relying on our exchange of Common Stock for Series A
Participating Preferred Stock prior to consummation of the Plan in order to
obtain recapitalization accounting treatment, and therefore we agree that we
will hold our shares of Common Stock pending such exchange. Further, we agree to
vote our shares of WestPoint stock in favor of the Plan and all related required
stockholder approvals. We are an "accredited investor" as defined by Regulation
D under the Securities Act of 1933.
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This letter is furnished to WestPoint and may not be relied upon by
any other person.
Very truly yours,
HALL FAMILY INVESTMENTS, L.P.
By: /s/ Nancy H. Green
---------------------------------
Print Name: Nancy H. Green
------------------------
Address: 3475 Piedmont Road, N.E.
Suite 1600
Atlanta, GA 30305
Number of Shares: 232,500
17
EXHIBIT (D)(7)
Tom Ward
March 31, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
I understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). I further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. I am currently a WestPoint
stockholder and also a holder of options for WestPoint stock.
I would like to maintain my equity investment in WestPoint.
Therefore, I request that WestPoint permit me to exchange my shares of Common
Stock (including all shares of Common Stock earned under WestPoint's 1995 Key
Employee Stock Bonus Plan) for shares of Series A Participating Preferred Stock
so that I may continue as a stockholder after my Series A Participating
Preferred Stock is reclassified into Common Stock upon consummation of the Plan.
I understand that my outstanding options which are "in the money" (i.e., have a
per share exercise price of less than $22.00) will remain outstanding, and to
the extent not vested will be accelerated. I agree that my outstanding options
which are not "in the money" will be canceled. I understand that WestPoint will
be a private company after the transaction and thus I will be asked to enter
into customary agreements with WestPoint, in which I will acknowledge and agree
that the transfer of my shares will be restricted by applicable federal and
state securities law, and whereby I will grant to WestPoint a right of first
refusal as to any transfer of my shares as long as WestPoint remains a private
company. The other WestPoint stockholders will be subject to the same
restrictions. Further, I understand that WestPoint will grant me registration
rights, information rights and similar customary rights, as well as grant such
rights to WestPoint's other stockholders. I understand that WestPoint will be
relying on my exchange of Common Stock for Series A Participating Preferred
Stock prior to consummation of the Plan in order to obtain recapitalization
accounting treatment, and therefore I agree that I will hold my shares of Common
Stock pending such exchange. I am an "accredited investor" as defined by
Regulation D under the Securities Act of 1933.
This letter is furnished to WestPoint and may not be relied upon by
any other person.
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Very truly yours,
/s/ Tom Ward
---------------------------------------
Print Name: Tom Ward
Address: 1185 Avenue of the Americas
13th Floor
New York, NY 10036
Number of Shares: 136,306
Number of Options: 350,000
19
EXHIBIT (D)(8)
David Meek
March 31, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
I understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). I further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. I am currently a WestPoint
stockholder and also a holder of options for WestPoint stock.
I would like to maintain my equity investment in WestPoint.
Therefore, I request that WestPoint permit me to exchange my shares of Common
Stock (including all shares of Common Stock earned under WestPoint's 1995 Key
Employee Stock Bonus Plan) for shares of Series A Participating Preferred Stock
so that I may continue as a stockholder after my Series A Participating
Preferred Stock is reclassified into Common Stock upon consummation of the Plan.
I understand that my outstanding options which are "in the money" (i.e., have a
per share exercise price of less than $22.00) will remain outstanding, and to
the extent not vested will be accelerated. I agree that my outstanding options
which are not "in the money" will be canceled. I understand that WestPoint will
be a private company after the transaction and thus I will be asked to enter
into customary agreements with WestPoint, in which I will acknowledge and agree
that the transfer of my shares will be restricted by applicable federal and
state securities law, and whereby I will grant to WestPoint a right of first
refusal as to any transfer of my shares as long as WestPoint remains a private
company. The other WestPoint stockholders will be subject to the same
restrictions. Further, I understand that WestPoint will grant me registration
rights, information rights and similar customary rights, as well as grant such
rights to WestPoint's other stockholders. I understand that WestPoint will be
relying on my exchange of Common Stock for Series A Participating Preferred
Stock prior to consummation of the Plan in order to obtain recapitalization
accounting treatment, and therefore I agree that I will hold my shares of Common
Stock pending such exchange. I am an "accredited investor" as defined by
Regulation D under the Securities Act of 1933.
This letter is furnished to WestPoint and may not be relied upon by any other
person.
20
<PAGE>
Very truly yours,
/s/ David C. Meek
---------------------------------
Print Name: David C. Meek
Address: P. O. Box 71
507 West Tenth Street
West Point, GA 31833
Number of Shares: 11,000
Number of Options: 50,000
21
EXHIBIT (D)(9)
Jack Toolan
March 31, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
I understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). I further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. I am currently a WestPoint
stockholder and also a holder of options for WestPoint stock.
I would like to maintain my equity investment in WestPoint.
Therefore, I request that WestPoint permit me to exchange my shares of Common
Stock (including all shares of Common Stock earned under WestPoint's 1995 Key
Employee Stock Bonus Plan) for shares of Series A Participating Preferred Stock
so that I may continue as a stockholder after my Series A Participating
Preferred Stock is reclassified into Common Stock upon consummation of the Plan.
I understand that my outstanding options which are "in the money" (i.e., have a
per share exercise price of less than $22.00) will remain outstanding, and to
the extent not vested will be accelerated. I agree that my outstanding options
which are not "in the money" will be canceled. I understand that WestPoint will
be a private company after the transaction and thus I will be asked to enter
into customary agreements with WestPoint, in which I will acknowledge and agree
that the transfer of my shares will be restricted by applicable federal and
state securities law, and whereby I will grant to WestPoint a right of first
refusal as to any transfer of my shares as long as WestPoint remains a private
company. The other WestPoint stockholders will be subject to the same
restrictions. Further, I understand that WestPoint will grant me registration
rights, information rights and similar customary rights, as well as grant such
rights to WestPoint's other stockholders. I understand that WestPoint will be
relying on my exchange of Common Stock for Series A Participating Preferred
Stock prior to consummation of the Plan in order to obtain recapitalization
accounting treatment, and therefore I agree that I will hold my shares of Common
Stock pending such exchange. I am an "accredited investor" as defined by
Regulation D under the Securities Act of 1933.
This letter is furnished to WestPoint and may not be relied upon by
any other person.
22
<PAGE>
Very truly yours,
/s/ Jack Toolan
---------------------------------
Print Name: Jack Toolan
Address: P. O. Box 71
507 West Tenth Street
West Point, GA 31833
Number of Shares: 21,236
Number of Options: 98,208
23
EXHIBIT (D)(10)
Joan Amberg
March 31, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
I understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). I further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. I am currently a WestPoint
stockholder and also a holder of options for WestPoint stock.
I would like to maintain my equity investment in WestPoint.
Therefore, I request that WestPoint permit me to exchange my shares of Common
Stock (including all shares of Common Stock earned under WestPoint's 1995 Key
Employee Stock Bonus Plan) for shares of Series A Participating Preferred Stock
so that I may continue as a stockholder after my Series A Participating
Preferred Stock is reclassified into Common Stock upon consummation of the Plan.
I understand that my outstanding options which are "in the money" (i.e., have a
per share exercise price of less than $22.00) will remain outstanding, and to
the extent not vested will be accelerated. I agree that my outstanding options
that are not "in the money" will be canceled. I understand that WestPoint will
be a private company after the transaction and thus I will be asked to enter
into customary agreements with WestPoint, in which I will acknowledge and agree
that the transfer of my shares will be restricted by applicable federal and
state securities law, and whereby I will grant to WestPoint a right of first
refusal as to any transfer of my shares as long as WestPoint remains a private
company. The other WestPoint stockholders will be subject to the same
restrictions. Further, I understand that WestPoint will grant me registration
rights, information rights and similar customary rights, as well as grant such
rights to WestPoint's other stockholders. I understand that WestPoint will be
relying on my exchange of Common Stock for Series A Participating Preferred
Stock prior to consummation of the Plan in order to obtain recapitalization
accounting treatment, and therefore I agree that I will hold my shares of Common
Stock pending such exchange. I am an "accredited investor" as defined by
Regulation D under the Securities Act of 1933.
This letter is furnished to WestPoint and may not be relied upon by
any other person.
24
<PAGE>
Very truly yours,
/s/ Joan Amberg
---------------------------------
Print Name: Joan Amberg
Address: P. O. Box 71
507 West Tenth Street
West Point, GA 31833
Number of Shares: 19,986
Number of Options: 37,067
25
EXHIBIT (D)(11)
Northeast Investors
March 31, 2000
To: WestPoint Stevens Inc.
507 West Tenth Street
West Point, Georgia 31833
We understand that the Board of Directors of WestPoint Stevens Inc.
("WestPoint") has adopted and approved a plan of recapitalization wherein the
capital stock of WestPoint will be reclassified (the "Plan"). We further
understand that the Plan provides for the Common Stock of WestPoint to be
reclassified into Series B Participating Preferred Stock which is to be redeemed
for $22.00 per share, except for shares of certain stockholders which will be
exchanged for shares of Series A Participating Preferred Stock which will be
reclassified into Common Stock under the Plan. We are currently a WestPoint
stockholder.
We would like to maintain our equity investment in WestPoint.
Therefore, we request that WestPoint permit us to exchange our shares of Common
Stock for shares of Series A Participating Preferred Stock so that we may
continue as a stockholder after our Series A Participating Preferred Stock is
reclassified into Common Stock upon consummation of the Plan. We understand that
WestPoint will be a private company after the transaction and thus we will be
asked to enter into customary agreements with WestPoint, in which we will
acknowledge and agree that the transfer of our shares will be restricted by
applicable federal and state securities law, and whereby we will grant to
WestPoint a right of first refusal as to any transfer of our shares as long as
WestPoint remains a private company. The other WestPoint stockholders will be
subject to the same restrictions. Further, we understand that WestPoint will
grant us registration rights, information rights and similar customary rights,
as well as grant such rights to WestPoint's other stockholders. We understand
that WestPoint will be relying on our exchange of Common Stock for Series A
Participating Preferred Stock prior to consummation of the Plan in order to
obtain recapitalization accounting treatment, and therefore we agree that we
will hold our shares of Common Stock pending such exchange. Further, we agree to
vote our shares of WestPoint stock in favor of the Plan and all related required
stockholder approvals. We are an "accredited investor" as defined by Regulation
D under the Securities Act of 1933.
This letter is furnished to WestPoint and may not be relied upon by
any other person.
26
<PAGE>
Very truly yours,
/s/ Ernest E. Monrad
----------------------------
Print Name: Ernest E. Monrad
Number of Shares: 1,992,290 (a minimum of)
as Chairman of Northeast Investors Trust (1.6
million shares), as agent and/or trustee for
others and individually (a minimum of 392,290)
shares
27
