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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 19, 2000
WESTPOINT STEVENS INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-21496 36-3498354
(Commission File Numbers) (I.R.S. Employer Identification Nos.)
507 WEST TENTH STREET
WEST POINT, GEORGIA 31833
(Address of Principal Executive Offices) (Zip Code)
(706) 645-4000
(Registrants' Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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NY2:\914815\01\JLVJ01!.DOC\80765.0025
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Item 5. Other Events.
On May 19, 2000, WestPoint Stevens Inc. released a press release
announcing that its Board of Directors had voted to terminate its Plan
of Recapitalization, which was originally approved by the Board on
March 24, 2000. WestPoint also announced that the Board stopped the
Company's exploration of strategic alternatives that was announced last
November, which included consideration of a sale, merger or
recapitalization.
To enhance stockholder value, WestPoint announced that the Board of
Directors had declared a special dividend of $2.00 per share in
addition to the regular dividend of $0.02 per share, which will both be
payable on June 1, 2000, to stockholders of record on May 29, 2000. The
Board also approved resumption of its open-market share repurchase
program, with authorization to purchase up to 3.9 million shares of
WestPoint common stock.
WestPoint further announced that its Annual Meeting of Stockholders has
been rescheduled for June 29, 2000, at 9:00 a.m. EDT at the
Ritz-Carlton, Buckhead, in Atlanta. The record date for establishing
stockholders who will be eligible to vote at the Annual Meeting is June
9, 2000.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit No. Exhibit
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99.1 Press Release dated May 19, 2000
99.2 Press Release dated May 19, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESTPOINT STEVENS INC.
(Registrant)
By: /s/ Christopher N. Zodrow
Date: May 24, 2000 Christopher N. Zodrow
Vice President and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
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99.1 Press Release dated May 19, 2000
99.2 Press Release dated May 19, 2000
Exhibit 99.1
[Company Logo]
WestPoint Stevens
Bulletin
WPS TERMINATES RECAPITALIZATION PLAN; DECLARES SPECIAL DIVIDEND;
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AND HIRES SENIOR VICE PRESIDENT - INVESTOR RELATIONS
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The WestPoint Stevens Board of Directors has voted to terminate the plan of
recapitalization originally approved by the Company on March 24, 2000, pursuant
to which shareholders were to receive $22 per share for their WestPoint Stevens
stock.
The significant increase in the cost of debt financing since March 24, 2000,
made the transaction less favorable and less attractive for the Company's
proposed new equity investors, leading the principal new equity investor to
withdraw its investment commitment. I and the rest of our management team are
optimistic about the Company's prospects for substantial sales and earnings
growth over the next few years. The Board has also stopped the Company's
exploration of strategic alternatives -- which included consideration of a sale,
merger or recapitalization -- that WPS announced last November.
To enhance stockholder value, the Board of Directors has declared a special
dividend of $2.00 per share in addition to the regular dividend of $0.02 per
share. Both dividends will be payable on June 1, 2000, to stockholders of record
on May 29, 2000. The Board approved resumption of its open-market share
repurchase program, with authorization to purchase up to 3.9 million Company
shares.
The Company also is pleased to announce that Lorraine D. Miller, CFA, has joined
WestPoint Stevens in the newly created position of Senior Vice President -
Investor Relations.
We are delighted that Ms. Miller, an experienced analyst who knows our industry
and our Company very well, will be assisting us and our investors in evaluating
investment in WestPoint Stevens. We believe that WestPoint Stevens has a bright
future, and we want our global stakeholders and our associates alike to have
comprehensive, current information on our Company's potential for significantly
increased shareholder value.
Holcombe T. Green Jr.
Chairman
May 19, 2000 and Chief Executive Officer
Exhibit 99.2
[Company Logo]
WestPoint Stevens
Bulletin
WESTPOINT STEVENS INC. RESCHEDULES ANNUAL MEETING
WestPoint Stevens Inc. has rescheduled its Annual Meeting of Stockholders. The
new meeting date is June 29, 2000, at 9:00 a.m. EDT at the Ritz-Carlton,
Buckhead, in Atlanta.
The Board of Directors has declared June 9, 2000, to be the record date for
establishing stockholders who will be eligible to vote at the Annual Meeting.
Holcombe T. Green Jr.
Chairman
May 19, 2000 and Chief Executive Officer
Safe Harbor Statement: Except for historical information contained herein, the
matters set forth in this press release are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and are
subject to the safe harbor provisions of that Act. The forward-looking
statements set forth above involve a number of risks and uncertainties that
could cause actual results to differ materially from any such statements. These
risks and uncertainties, and assumptions concerning the Company's future
operations and performance, could prove inaccurate and, therefore, there can be
no assurance that the forward-looking statements will prove to be accurate.
