<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
SCHEDULE 13D*
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
*(Amendment No. 1)
Worldtex, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
981907108
(CUSIP Number)
William Ehrman
350 Park Avenue, 11th Fl., New York, NY 10022 (212) 755-9000
(Name, address and telephone number of person
authorized to receive notices and communications)
March 27, 2000
(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 Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box [X].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-
7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 31 Pages)
- ----------------
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for purposes 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).
<PAGE>
CUSIP No. 981907108 13D Page 2 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
EGS Associates, L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,083,430
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,083,430
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,083,430
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
7.6%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 3 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
EGS Partners, L.L.C.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
OO
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
3,110,618
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
3,110,618
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
3,110,618
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
21.8%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IA
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 4 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Bev Partners, L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
414,947
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
414,947
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
414,947
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
2.9%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 5 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jonas Partners, L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
21,500
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
21,500
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
21,500
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
0.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 6 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
William Ehrman
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF, OO, PF
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,878,495
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,878,495
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,878,495
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
34.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 7 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Frederic Greenberg
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF, OO, PF
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,878,495
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,878,495
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,878,495
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
34.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 8 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Julia Oliver
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF, OO
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,878,495
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,878,495
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,878,495
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
34.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 9 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
Jonas Gerstl
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
AF, OO
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
4,878,495
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
4,878,495
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
4,878,495
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
34.2%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
IN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 10 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
EGS Management, L.L.C.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC, OO
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
1,767,877
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
1,767,877
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,767,877
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
12.4%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
00
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 11 of 29 Pages
- ------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
FK Investments, L.P.
- ------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP **
(a) [ ]
(b) [X]
- ------------------------------------------------------------------------------
(3) SEC USE ONLY
- ------------------------------------------------------------------------------
(4) SOURCE OF FUNDS **
WC
- ------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
-0-
SHARES ---------------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
248,000
OWNED BY ---------------------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
-0-
REPORTING ---------------------------------------------------------------
PERSON WITH (10) SHARED DISPOSITIVE POWER
248,000
- ------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
248,000
- ------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES ** [ ]
- ------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
1.7%
- ------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON **
PN
- ------------------------------------------------------------------------------
** SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 981907108 13D Page 12 of 29 Pages
The Schedule 13D (the "Schedule 13D") initially filed by by (i) EGS
Associates, L.P. ("EGS Associates") (ii) EGS Partners, L.L.C.("EGS Partners"),
(iii) Bev Partners, L.P. ("Bev Partners"), (iv) Jonas Partners, L.P. ("Jonas
Partners"), (v) William Ehrman, (vi) Frederic Greenberg, (vii) Julia
Oliver,(viii) Jonas Gerstl, (ix) EGS Management, L.L.C.("EGS Management"), and
(x) FK Investments, L.P. ("FK Investments") (collectively, the "Reporting
Persons") on February 28, 2000 relating to the common stock, $.01 par value
(the Common Stock") issued by Worldtex, Inc., a Delaware corporation (the
"Company"), is hereby amended by this Amendment No. 1 as follows:
ITEM 2. Identity and Background.
Item 2 is hereby amended as follows:
William Lautman no longer has beneficial ownership of the shares reported
herein as he is no longer a member of EGS Management or EGS Partners.
As of March 31, 2000, FK Investments will no longer be affiliated with
EGS Management and EGS Partners and the individual Reporting Persons will
cease to beneficially own the shares held by FK Investments.
ITEM 3. Source and Amount of Funds and Other Consideration.
Item 3 is hereby amended as follows:
The net investment cost (including commissions, if any) of the Common
Stock beneficially acquired by Bev Partners and EGS Partners since the filing
of the Schedule 13D is approximately $6,612 and $12,586, respectively.
<PAGE>
CUSIP No. 981907108 13D Page 13 of 29 Pages
ITEM 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated as follows:
(a) The approximate aggregate percentage of Common Stock reported
beneficially owned by each person herein is based on 14,271,171 shares
outstanding, which is the total number of shares of Common Stock outstanding
as of November 3, 1999, as reflected in the Company's quarterly report on Form
10-Q filed with the Securities and Exchange Commission (the "Commission") for
the fiscal quarter ended September 30, 1999.
As of the close of business on March 27, 2000:
(i) EGS Associates owns beneficially 1,083,430 shares of Common
Stock, constituting approximately 7.6% of the shares outstanding.
(ii) EGS Partners owns directly no shares of Common Stock.
By reason of the provisions of Rule 13D-3 of the Securities Exchange Act of
1934, as amended (the "Act"), EGS Partners may be deemed to own beneficially
3,110,618 shares, constituting approximately 21.8% of the shares outstanding,
purchased for discretionary accounts managed by it.
(iii) Bev Partners owns beneficially 414,947 shares of Common Stock,
constituting approximately 2.9% of the shares outstanding.
<PAGE>
CUSIP No. 981907108 13D Page 14 of 29 Pages
(iv) Jonas Partners owns beneficially 21,500 shares of Common
Stock, constituting less than 1% of the shares outstanding.
(v) Messrs. Ehrman, Greenberg and Gerstl and Ms. Oliver own directly no
shares of Common Stock.
(vii) EGS Management owns directly no shares of Common Stock. By
reason of provisions of Rule 13d-3 of the Act, EGS Management may be deemed to
own beneficially the 1,767,877 shares beneficially owned by EGS Associates, FK
Investments, BEV Partners and Jonas Partners.
(viii) FK Investments owns beneficially 248,000 shares of Common
Stock, constituting approximately 1.7% of the shares outstanding.
By reason of the provisions of Rule 13D-3 of the Act, each of the
Managing Members may be deemed to own the 1,083,430 shares of Common Stock
beneficially owned by EGS Associates, the 3,110,618 shares beneficially owned
by EGS Partners, the 414,947 shares beneficially owned by Bev Partners, the
248,000 shares owned by FK Investments and the 21,500 shares beneficially
owned by Jonas Partners. When the shares beneficially owned by EGS
Associates, EGS Partners, EGS Management, Bev Partners, FK Investments and
Jonas Partners are aggregated, they total 4,878,495 shares of Common Stock,
constituting approximately 34.2% of the shares outstanding.
(ix) In the aggregate, the Reporting Persons own beneficially a
total of 4,878,495 shares of Common Stock, constituting approximately 34.2% of
the shares outstanding.
(b) Subject to Item 6 below, each of EGS Associates, EGS Partners,
Bev Partners and Jonas Partners has the power to vote on all of the shares of
Common Stock and to dispose of all of the shares of Common Stock beneficially
owned by it, which power may be exercised by the Managing Members. Each of
the discretionary accounts is party to an investment management agreement with
EGS Partners pursuant to which EGS Partners has investment authority with
respect to securities held in such account.
(c) The trading dates, number of shares purchased or sold and price
per share for all transactions in the Common Stock since the filing of the
Schedule 13D, by EGS Partners and Bev Partners are set forth in
Schedules A and B. During such period, the remaining Reporting Persons did
not enter into any transactions in the Common Stock.
<PAGE>
CUSIP No. 981907108 13D Page 15 of 29 Pages
(d) No person other than each respective record owner of Common Stock
referred to herein is known to have the right to receive or the power to
direct the receipt of dividends from or the proceeds of sale of such Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Under the Standstill Agreement, the Reporting Persons agreed, among other
things, not to (i) acquire additional shares of Common Stock, (ii) encourage
other persons to acquire Common Stock, (iii) submit or encourage a proposal
for the acquisition of the Company, (iv) make any solicitation of proxies for
Common Stock, (v) sell any Common Stock, except sales of not more than 5% of
the outstanding shares in any 90 day period so long as the buyer is not and
will not thereby become the beneficial owner of 5% or more of the Common Stock
or (vi) submit any shareholder proposal. In addition, each Reporting Person
agreed to vote the Common Stock beneficially owned by it, at its option, (i)
in the manner recommended by the Company's Board of Directors or (ii) in the
same proportion as the votes of other holders of Common Stock. The Reporting
Persons also agreed to make payments to the Company aggregating $800,000, in
reimbursement of certain current and future expenses. The term of the
Standstill Agreement is ten years.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibit is being filed with this Schedule:
Exhibit 1 Standstill Agreement
<PAGE>
CUSIP No. 981907108 13D Page 16 of 29 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DATED: March 29, 2000
--------------------------------
William Ehrman, individually and as Managing
Member of EGS Management, L.L.C. on behalf
of EGS Management, L.L.C. and on behalf of
EGS ASSOCIATES, L.P., BEV PARTNERS, L.P.,
FK Investments, L.P. and JONAS PARTNERS, L.P.,
and as a member of EGS PARTNERS, L.L.C.
--------------------------------
Frederic Greenberg, individually
--------------------------------
Jonas Gerstl, individually
--------------------------------
Julia Oliver, individually
<PAGE>
CUSIP No. 981907108 13D Page 17 of 29 Pages
Schedule A
----------
EGS Partners, L.L.C.
--------------------
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
- ------------------------------------------------------------------------
2/15/00 1,700 2.7075
2/16/00 1,200 2.645
2/23/00 2,000 2.405
Schedule B
----------
Bev Partners, L.P.
------------------
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) Commissions, if any)
- ------------------------------------------------------------------------
2/17/00 2,500 2.645
<PAGE>
CUSIP No. 981907108 13D Page 18 of 29 Pages
STANDSTILL AGREEMENT
Standstill Agreement, dated as of March 27, 2000 (this "Agreement"),
among (i) EGS Associates, L.P., a Delaware limited partnership, (ii) EGS
Partners, L.L.C., a Delaware limited liability company ("EGS Partners"), (iii)
Bev Partners, L.P., a Delaware limited partnership, (iv) Jonas Partners, L.P.,
a New York limited partnership, (v) FK Investments, L.P., a Delaware limited
partnership ("FK Investments"), (vi) William Ehrman, (vii) Frederic Greenberg,
(viii) Jonas Gerstl, (ix) Julia Oliver, (x) EGS Management, L.L.C., a Delaware
limited liability company ("EGS Management" and, together with the Persons
referred to in the preceding clauses (i) through (ix), the "EGS Parties"), and
(xi) Worldtex, Inc., a Delaware corporation (the "Company").
The EGS Parties are the beneficial owners of shares of common stock,
par value $.01 per share (the "Common Stock"), of the Company, which in the
case of certain EGS Parties aggregates 4,878,495 shares, or approximately
34.2% of the outstanding shares. Under the terms of the Rights Agreement,
dated as of August 1, 1992 (the "Rights Agreement"), between the Company and
ChaseMellon Shareholder Services L.L.C., as successor to Chemical Bank, as
Rights Agent, the rights to acquire additional shares of the Company issued
under the Rights Agreement will become exercisable by the shareholders of the
Company, other than the EGS Parties, unless the Rights Agreement is amended or
the rights are redeemed by the Company. In order to induce the Company to
amend the Rights Agreement as provided herein, the EGS Parties have agreed to
enter into this Agreement.
Accordingly, the parties hereto agree as follows:
1. Certain Definitions. (a) The following terms shall have the
-------------------
following meanings:
"Acquisition Proposal" means any offer or proposal for, or any
indication of interest in, (i) a merger or other business combination
involving the Company or any of its Subsidiaries, (ii) the acquisition by any
Person or Persons of beneficial ownership of Restricted Securities
representing, on a fully exercised basis, more than 5% of the Total Voting
Power, or (iii) the acquisition by any Person or Persons of all or a
substantial part of the assets of the Company or any of its Subsidiaries or of
any equity securities of any of the Company's Subsidiaries.
"Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under common control
with, such Person. For the purposes of this definition, "control" when used
with respect to any Person means the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
<PAGE>
CUSIP No. 981907108 13D Page 19 of 29 Pages
"Agreement" is defined in the first paragraph of this Agreement.
"Average Closing Price" means, with respect to any Restricted
Security, the arithmetic average of the closing prices of such Restricted
Security on the national securities exchange (as defined under the Exchange
Act) located in or nearest to the City of New York on which such security is
then listed or, if not listed on any national securities exchange, as reported
by NASDAQ, for any specified days.
"Beneficial ownership" and "beneficially own" shall be determined in
accordance with Rule 13d-3 under the Exchange Act.
"Business Day" means a day on which the New York Stock Exchange is
open for trading.
"Closing Date" means the date of this Agreement.
"Common Stock" is defined in the second paragraph of this Agreement.
"Company" is defined in the first paragraph of this Agreement.
"Continuing Director" means any member of the Board of Directors of
the Company on the date of this Agreement and any successor of a Continuing
Director whose nomination or election has been approved by a majority of the
Continuing Directors then on the Board of Directors.
"EGS Management" is defined in the first paragraph of this
Agreement.
"EGS Parties" is defined in the first paragraph of this Agreement.
"EGS Partners" is defined in the first paragraph of this Agreement.
"EGS Person" means any EGS Party and any Affiliate of an EGS Party.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"FK Investments" is defined in the first paragraph of this
Agreement.
"Fully exercised basis" means, in determining beneficial ownership
of Voting Securities by any Person, an assumption that all securities and
rights convertible into or exercisable for Voting Securities beneficially
owned by such Person have been fully converted and exercised, regardless of
whether by their terms they may be so converted and exercised at that time,
but without assuming conversion or exercise by any other Person.
<PAGE>
CUSIP No. 981907108 13D Page 20 of 29 Pages
"Group" shall have the meaning provided under Section 13(d)(3) of
the Exchange Act.
"Managed Accounts" is defined in Section 6(b).
"Percentage Limitation" means that number of Voting Securities which
then represents the lesser of (i) 34.2% of the Total Voting Power and (ii) the
highest percentage of the Total Voting Power beneficially owned by any EGS
Person immediately following any sale or transfer of shares of Voting
Securities by an EGS Person, provided that if the percentage under this clause
(ii) shall be less than the Rights Threshold, the applicable percentage under
this clause (ii) shall be deemed to be the Rights Threshold.
"Person" means an individual, corporation, partnership, company,
limited liability company, joint venture, association, trust, group, any other
unincorporated organization or entity and a governmental entity or any
department or agency thereof.
"Restricted Securities" means any Voting Securities and any other
securities or rights convertible into or exercisable (whether immediately or
otherwise) for Voting Securities.
"Rights Agreement" is defined in the second paragraph of this
Agreement.
"Rights Threshold" means the minimum percentage of shares of Common
Stock required to be beneficially owned by a Person in order for such Person
to be an "Acquiring Person" under the Rights Agreement, or under any
substantially similar rights agreement subsequently adopted by the Company, as
such percentage may be amended from time to time (which percentage is 20% as
of the Closing Date).
"Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.
"Subsidiary" means, with respect to any Person, any corporation in
which such Person beneficially owns securities representing a majority of the
combined voting power of voting interests entitled to vote generally for the
election of directors.
"Term" means the period commencing on the date of this Agreement and
ending on the termination date specified in Section 7.
"Total Voting Power" means the aggregate number of votes which may
be cast by holders of outstanding Voting Securities. In determining the
number of outstanding Voting Securities, Voting Securities held in the
treasury of the Company shall not be deemed to be outstanding.
<PAGE>
CUSIP No. 981907108 13D Page 21 of 29 Pages
"Voting Securities" means the Common Stock and any other securities
of the Company entitled to vote generally for the election of directors of the
Company.
(b) Unless herein otherwise provided, or unless the context
shall otherwise require, words importing the singular number shall include the
plural number, and vice versa; the terms "herein", "hereof" and "hereunder",
or other similar terms, refer to this Agreement as a whole and not only to the
particular sentence, paragraph, subsection or Section in which any such terms
may be employed; and a reference to any Person shall include such Person's
predecessors and successors.
2. Investment Covenants. Each EGS Party covenants and agrees as
--------------------
follows:
(a) Each EGS Party will not, and will not permit its
Affiliates to, directly or indirectly:
(1) Beneficially own any Restricted Security if, on a fully
exercised basis, any EGS Person would, in the aggregate, beneficially own
Voting Securities in excess of the Percentage Limitation, or acquire,
solicit an offer to sell or agree to acquire, any Restricted Security if
the effect of such acquisition, on a fully exercised basis, would be to
increase the aggregate number of Voting Securities then beneficially
owned, directly or indirectly, by any EGS Person, to a number greater
than the Percentage Limitation; provided that an EGS Person shall not be
in violation of this provision by reason of its beneficial ownership of
Restricted Securities which complied with the Percentage Limitation when
such Restricted Securities first became beneficially owned by it but
which subsequently exceeded the Percentage Limitation as a result of a
reduction in the number of outstanding Voting Securities in a transaction
approved by a majority of the Continuing Directors.
(2) Take any action to advise, encourage or assist any other
Person to purchase or acquire in any manner any Restricted Security, or
participate with or provide assistance to any Person in the purchase or
other acquisition of any Restricted Security, provided that this
provision shall not prohibit reports to Persons whose funds are managed
by an EGS Party regarding their investment in Restricted Securities that
are beneficially owned by an EGS Party.
(3) Make any public announcement or filing with respect to, or
submit to the Company or any of its directors, officers, employees,
agents or representatives, an Acquisition Proposal, or take any action to
advise, encourage or assist any other Person to make an Acquisition
Proposal.
<PAGE>
CUSIP No. 981907108 13D Page 22 of 29 Pages
(4) Become a member of a group with respect to any Restricted
Securities, other than a group consisting solely of the EGS Parties and
EGS Persons.
(5) Make, or in any way encourage or support, any
"solicitation" of "proxies" (as such terms are defined in Rule 14a-1
under the Exchange Act) to vote any Voting Security, or agree or announce
its intention to vote with any Person undertaking a "solicitation," or
seek to advise, encourage or influence any Person with respect to the
voting of any Voting Security.
(6) Deposit any Restricted Security in a voting trust, or,
except as contemplated by this Agreement, subject any Restricted Security
to a voting or similar agreement.
(7) Sell, transfer, pledge or otherwise dispose of or encumber
any Restricted Security or any interest in any Restricted Security, or
agree to take any of the foregoing actions, except
(i) a sale of a Restricted Security so long as the amount
of Restricted Securities sold, together with all sales of Restricted
Securities of the same class by all EGS Persons within the preceding
90 days, does not exceed 5% of the outstanding number of shares or
units of such class of Restricted Securities; provided that no sale
shall be permitted hereunder if the buyer would, after giving effect
to such sale, be the beneficial owner of Voting Securities
representing 5% or more of the Total Voting Power; provided,
further, that a sale of a Restricted Security may be made without
restriction if at the time of such sale the EGS Persons beneficially
own in the aggregate Voting Securities representing less than 5% of
the Total Voting Power; or
(ii) pursuant to a tender or exchange offer made by the
Company or pursuant to other written request of the Company; or
(iii) pursuant to an Acquisition Proposal approved by a
majority of the Continuing Directors; or
(iv) a bona fide pledge to a nationally recognized
financial institution to secure indebtedness for borrowed money on a
full recourse basis to the pledgor, provided that the pledgee
agrees, in a manner satisfactory in form and substance to the
Company, to be bound by the obligations of the EGS Persons under
this Agreement if the pledgee forecloses on such pledged Restricted
Securities; or
<PAGE>
CUSIP No. 981907108 13D Page 23 of 29 Pages
(v) a bona fide pledge to a nationally recognized
financial institution to secure indebtedness for borrowed money on a
full recourse basis to the pledgor of Restricted Securities held in
a margin account commingled with other securities under management
by an EGS Party if the proceeds of such borrowings were utilized to
purchase securities held in such account; or
(vi) a transfer to another EGS Party.
(8) Initiate or propose any shareholder proposal for
submission to a vote of holders of Voting Securities, propose any
Person for election to the Board of Directors of the Company or
otherwise seek to control or influence the management or policies of
the Company.
(9) Allow any Person other than an EGS Person to have the
power to vote or direct the vote of any Voting Securities
beneficially owned by any EGS Person, except for (i) votes that
comply with Section 2(e) and (ii) the grant of a proxy to an officer
or director of the Company.
(10) Disclose to any other Person, or make any filing under
the Exchange Act disclosing, any intention, plan or arrangement
inconsistent with the provisions of this Section 2(a).
(11) Request the Company (or any of its directors, officers,
employees, agents or representatives) to waive, amend or modify any
provision of this Section 2(a), except in response to a request to
an EGS Party from the Company for some action by such EGS Party.
(b) It shall not be a violation of Section 2(a)(7) if a
Managed Account shall terminate the authority of an EGS Party to manage the
investments of such Managed Account and withdraw the Voting Securities from
the custody and control of all EGS Persons such that no EGS Person is
thereafter the beneficial owner of such Voting Securities. In addition, if FK
Investments shall no longer be an Affiliate of any other EGS Party and shall
provide a written representation, warranty and covenant to the Company, in
form and substance satisfactory to the Company, that neither it nor any of its
Affiliates is then, nor will it at any time during the remainder of the Term
become, the beneficial owner of more than 248,000 shares of Common Stock or
any other Voting Security, then the Company shall release FK Investments from
its obligations under this Agreement (other than with respect to such
representation, warranty and covenant).
(c) [Intentionally omitted]
<PAGE>
CUSIP No. 981907108 13D Page 24 of 29 Pages
(d) Agreement to Provide Information. Each EGS Party agrees
--------------------------------
to provide to the Company all information concerning any EGS Person as may be
necessary for the Company to prepare any reports or filings required by the
Securities Act, the Exchange Act, or other applicable federal and state
securities laws.
(e) Voting. Each EGS Party shall cause all Voting Securities
------
beneficially owned by it or any EGS Person over which it or any EGS Person has
the power to vote or direct the vote to be represented, in person or by proxy,
at all meetings of holders of Voting Securities, so that such Voting
Securities may be counted for the purpose of determining the presence of a
quorum at such meetings. On each matter voted upon by holders of Voting
Securities, each EGS Party shall cause all Voting Securities beneficially
owned by it or any EGS Person to be voted, at its option, (i) in the manner
recommended by the Board of Directors of the Company for such matter or (ii)
in the same proportion as the votes of holders of Voting Securities (other
than the EGS Persons) voted on such matter.
(f) Additional EGS Parties. If any EGS Person not an EGS
----------------------
Party shall become the beneficial owner of Restricted Securities, the EGS
Parties shall cause such EGS Person prior to its becoming such beneficial
owner to execute and deliver to the Company a valid and binding agreement of
such EGS Person, in form and substance satisfactory to the Company, providing
that such EGS Person shall comply with the obligations set forth in this
Agreement of, and shall be deemed to be, an EGS Party.
3. Right to Purchase Restricted Securities. Each EGS Party agrees
---------------------------------------
that, in the event of any violation of Section 2(a)(1), in addition to its
other rights and remedies, the Company or any Person designated by the Company
shall have the right and option to purchase from each EGS Party and each of
its Affiliates, and each EGS Party shall sell and cause their Affiliates to
sell, such Restricted Securities beneficially owned by them as is necessary to
reduce the total combined voting power of all Voting Securities beneficially
owned, on a fully exercised basis, by all EGS Persons, in the aggregate, to
the then applicable Percentage Limitation. Any Restricted Securities
purchased by the Company or its designee pursuant to this Section shall be
purchased for cash at a price per share or other unit equal to the lower of
(i) the weighted average cost per share or other unit to all EGS Persons of
all Restricted Securities of the class to be purchased then held by them, and
(ii) the Average Closing Price of the Restricted Securities of the class to be
purchased for the 20 consecutive Business Days ending five Business Days
preceding the date on which the Company or its designee gives written notice
<PAGE>
CUSIP No. 981907108 13D Page 25 of 29 Pages
to EGS Management of its intent to exercise its option under this Section.
The right and option provided for in this Section shall be exercised by the
Company's delivery of written notice, within 180 days after the Company first
learns of the event giving rise to such option, to EGS Management specifying
the nature of such event, the number and class of Restricted Securities to be
purchased and the date on which said purchase shall occur, which date shall be
not less than five nor more than 60 days after the date on which such notice
was given to EGS Management.
4. Fees and Expenses. In reimbursement of the Company's current
-----------------
and future expenses relating to the negotiation of this Agreement, the EGS
Parties agree, jointly and severally, to pay to the Company (a) $400,000 on
April 3, 2000, (b) $200,000 on the fifth Business Day after January 1, 2001
and (c) $200,000 on the fifth Business Day after January 1, 2002.
5. Amendment of Rights Agreement. On the Closing Date, the Company
-----------------------------
shall amend the Rights Agreement as provided in Exhibit A to this Agreement
(the "Rights Plan Amendment").
6. Representations and Warranties.
------------------------------
(a) Representations and Warranties of the Company. The
---------------------------------------------
Company represents and warrants to each EGS Party that (i) the Company has the
corporate power and authority to enter into and perform this Agreement and the
Rights Plan Amendment, (ii) the execution and delivery of this Agreement by
the Company and the performance by it of its obligations under this Agreement
have been duly authorized by the Company, and (iii) this Agreement constitutes
a valid, binding and enforceable agreement of the Company.
(b) Representations and Warranties of the EGS Parties. Each
-------------------------------------------------
EGS Party represents and warrants to the Company that (i) such EGS Party has
full legal right, power and authority to enter into and perform this
Agreement, (ii) the execution and delivery of this Agreement by such EGS Party
and performance by such EGS Party of its obligations under this Agreement have
been duly authorized by such EGS Party, (iii) this Agreement constitutes a
valid, binding and enforceable Agreement of such EGS Party, (iv) William
Lautman is not, as of the date of this Agreement, an Affiliate of any EGS
Person and is not the beneficial owner of any Restricted Securities, (v) each
EGS Party beneficially owns the number of shares of Common Stock set forth
opposite its name on Exhibit B hereto and no other Voting Securities, (vi)
3,110,618 shares of Common Stock are held in discretionary accounts for the
benefit of Persons other than EGS Persons (together the "Managed Accounts"),
<PAGE>
CUSIP No. 981907108 13D Page 26 of 29 Pages
in each case under the investment management of EGS Partners, (vii) EGS
Partners has the sole discretion to vote and to dispose of the shares of
Common Stock held in the Managed Accounts, (viii) the statements in the
Statement on Schedule 13D, dated February 28, 2000, filed by the EGS Parties
with the SEC relating to the Common Stock (the "Schedule 13D") are true and
correct as of the Closing Date in all material respects and do not as of the
Closing Date omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading (it being understood
that the number of shares of Common Stock beneficially owned as of the Closing
Date is correctly stated in Exhibit B hereto) and (ix) no EGS Party has any
agreement, arrangement or understanding with any Person with respect to any
matter that such EGS Party is prohibited to do by this Agreement.
7. Term. The obligations of the parties under this Agreement shall
----
terminate and be of no further force and effect on and after the tenth (10th)
anniversary of the Closing Date.
8. Miscellaneous.
-------------
(a) Severability. If any one or more of the provisions of
------------
this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions of this
Agreement shall not be affected thereby. To the extent permitted by
applicable law, each party waives any provision of law which renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.
(b) Successors and Assigns. This Agreement shall be binding
---------------------
upon and shall inure to the benefit of and be enforceable by and against the
successors and assigns of the parties hereto. No right or obligation
hereunder of any EGS Party shall be assignable without the consent of the
Company, and any such purported assignment shall be void.
(c) Entire Agreement; Modification. This Agreement sets forth
------------------------------
the entire agreement and understanding among the parties with respect to the
subject matter hereof and supersedes all agreements and understandings among
the parties with respect to the subject matter hereof entered into prior to
the execution hereof. This Agreement may be modified only by a written
instrument duly executed by or on behalf of each party and, in the case of the
Company, only if approved by a majority of the Continuing Directors. No
breach of any covenant, agreement, warranty or representation shall be deemed
waived unless expressly waived in writing by and on behalf of the party who
might assert such breach and, in the case of a breach of any EGS Party, only
if approved by a majority of the Continuing Directors.
<PAGE>
CUSIP No. 981907108 13D Page 27 of 29 Pages
(d) Notices. Any notice, direction or other advice or
-------
communication required or permitted to be given hereunder shall be in writing
and shall be given by certified mail, next business day delivery service such
as Federal Express or personal delivery against receipt to the party to whom
it is to be given at such party's address set forth below or to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section. Any notice or other communication shall be deemed
to have been given on the fifth business day after so mailed, on the next
business day after dispatch when sent by such delivery service or as of the
date so personally delivered.
If to the Company:
Worldtex, Inc.
915 Tate Boulevard, S.E., Suite 106
Hickory, North Carolina 28602
Attention: Chief Executive Officer
If to any EGS Party:
c/o EGS Management L.L.C.
350 Park Avenue, 11th Floor
New York, New York 10022
Attention: William Ehrman
(e) Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the substantive law of the State of Delaware
without giving effect to the principles of conflict of laws thereof.
(f) Counterparts. This Agreement may be executed in
------------
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same agreement.
(g) Effect of Headings. The section headings herein are for
------------------
convenience only and shall not affect the construction thereof.
(h) Specific Performance. Each EGS Party recognizes that any
--------------------
breach of the terms of this Agreement by an EGS Person shall give rise to
irreparable harm for which money damages would not be an adequate remedy, and
accordingly agrees that, in addition to other remedies, the Company shall be
entitled to enforce the terms of this Agreement by a decree of specific
performance without the necessity of proving the inadequacy as a remedy of
money damages.
<PAGE>
CUSIP No. 981907108 13D Page 28 of 29 Pages
(i) Consent to Jurisdiction; Receipt of Process. Each party
-------------------------------------------
hereby consents to the jurisdiction of, and confers non-exclusive jurisdiction
upon, any federal court located in the State of Delaware and the Chancery
Court of the State of Delaware, and appropriate appellate courts therefrom,
over any action, suit or proceeding arising out of or relating to this
Agreement, or any of the transactions contemplated hereby. Each party hereby
irrevocably waives, and agrees not to assert as a defense in any such action,
suit or proceeding, any objection which it may now or hereafter have to venue
of any such action, suit or proceeding brought in any such federal or state
court and hereby irrevocably waives any claim that any such action, suit or
proceeding brought in any such court or tribunal has been brought in an
inconvenient forum. Process in any such action, suit or proceeding may be
served on any party anywhere in the world, whether within or without the State
of Delaware, provided that notice thereof is provided pursuant to provisions
for notice under this Agreement.
[Remainder of this page blank.]
<PAGE>
CUSIP No. 981907108 13D Page 29 of 29 Pages
IN WITNESS WHEREOF, the parties hereto and have caused this
Agreement to be duly executed as of the day and year first above written.
WORLDTEX, INC. EGS ASSOCIATES, L.P.
BEV PARTNERS, L.P.
/s/ Barry D. Setzer JONAS PARTNERS, L.P.
By: -------------------- FK INVESTMENTS, L.P.
Name: Barry D. Setzer By: EGS MANAGEMENT, L.L.C.,
Title: Chairman of the Board, as General Partner
President and CEO
/s/ William Ehrman
By: -------------------------
Name: William Ehrman
Title: Managing Member
EGS MANAGEMENT, L.L.C.
/s/ William Ehrman
By: -------------------------
Name: William Ehrman
Title: Managing Member
EGS PARTNERS, L.L.C.
/s/ William Ehrman
By: -------------------------
Name: William Ehrman
Title: Member
/s/ William Ehrman
-----------------------------
William Ehrman
/s/ Frederic Greenberg
-----------------------------
Frederic Greenberg
/s/ Jonas Gerstl
-----------------------------
Jonas Gerstl
/s/ Julia Oliver
-----------------------------
Julia Oliver
