<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended: December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number: 0-24718
--------
WestPoint Stevens Receivables Master Trust
(Issuer in respect of the WestPoint Stevens Receivables Master Trust
Floating Rate Trade Receivables Participation Certificates, Series 1994-1)
--------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
New York (governing law of pooling and servicing agreement) 58-2080658
- ----------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
507 West 10th Street, West Point, Georgia 31833
- ------------------------------------------------- ------------------------------------
(Address of principal executive offices) (zip code)
</TABLE>
Registrant's telephone number, including area code: (706) 645-4248
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
WestPoint Stevens Receivables Master Trust Floating Rate Trade Receivables
Participation Certificates,
Series 1994-1
- --------------------------------------------------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. [ X ]
---
Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of December 31, 1996: Not applicable.
Number of shares of common stock outstanding as of December 31, 1996: Not
applicable.
<PAGE> 2
PART I
ITEM 1. BUSINESS.
The trust relating to the Series 1994-1 Certificates (the "Trust") was
established pursuant to an Amended and Restated Pooling and Servicing
Agreement, dated as of May 27, 1994 (as supplemented, the "Pooling and
Servicing Agreement"), among the Registrant, WestPoint Stevens Inc., as
servicer (in such capacity, the "Servicer") and Chase Manhattan Bank, as
trustee (in such capacity, the "Trustee") of the Trust, a copy of which was
attached as Exhibit 3.1 to Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994.
The Trust has issued the WestPoint Stevens Receivables Master Trust
Floating Rate Trade Receivables Participation Certificates, Series 1994-1 (the
"Certificates"). The Certificates evidence a fractional undivided interest in
the Trust. The Trust consists primarily of a segregated pool of trade
receivables (the "Receivables"). Holders of the Certificates (the
"Certificateholders") receive Monthly Settlement Statements regarding
distributions.
Other information with respect to the business of the Trust is omitted
pursuant to the exemption request to the Office of Chief Counsel of the
Division of Corporation Finance, Securities and Exchange Commission (the
"Office of the Chief Counsel") dated March 31, 1995 (the "Exemption Letter")
with respect to the Certificates and the Response of the Office of the Chief
Counsel to the Exemption Letter dated May 8, 1995 (the "No Action Letter").
ITEM 2. PROPERTIES.
The Servicer's monthly certificates as to compliance (each, a "Monthly
Certificate of Servicer") for each month of the fiscal year covered by this
Form 10-K have been filed by the Servicer as an exhibit to this Form 10-K under
Items 8 and 14. The Monthly Certificate of Servicer is a certification by an
officer of the Servicer that such officer is not aware of the occurrence and
continuance of any liquidation event, unmatured liquidation event or payout
event under the Pooling and Servicing Agreement. The annual statement as to
compliance which the Servicer is required to deliver to the Trustee (the
"Annual Servicing Report of Independent Accountants") will be filed by the
Servicer as an exhibit to this Form 10-K under Items 8 and 14. The Annual
Servicing Report of Independent Accountants is a report by independent public
accountants, in accordance with Section 3.07 of the Pooling and Servicing
Agreement, stating that such accountants have performed certain agreed upon
procedures, in accordance with standards established by the American Institute
of Certified Public Accountants, relative to the Servicer's servicing of the
Receivables and that, in performing such agreed upon procedures, no material
exceptions were noted.
Other information omitted pursuant to Exemption Letter and No Action
Letter.
2
<PAGE> 3
ITEM 3. LEGAL PROCEEDINGS.
The Registrant knows of no material pending legal proceedings involving
the Receivables allocated to the Certificates or involving the Servicer, the
Trustee or WPS Receivables Corporation with respect to such Receivables, other
than ordinary or routine litigation incidental to the Servicer's, the Trustee's
or WPS Receivables Corporation's duties under the Pooling and Servicing
Agreement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of Certificateholders during the
fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Certificates represent the beneficial ownership of the Trust
consisting of the Receivables which are owned by Certificateholders as trust
beneficiaries. Strictly speaking, the Registrant has no "common equity," but
for purposes of this Item only, the Certificates are treated as "common
equity."
(a) Market Information. To the best knowledge of the
Registrant, there is no established public trading
market for the Certificates.
(b) Holders. The Certificates are registered in the name
of only one holder, Cede & Co., the nominee of The
Depository Trust Company as of December 31, 1996.
(c) Dividends. Response omitted pursuant to Exemption
Letter and No Action Letter.
ITEM 6. SELECTED FINANCIAL DATA.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Annual Servicing Report of Independent Accountants on the Servicer's
servicing activities is filed as exhibit 99.1 hereto.
3
<PAGE> 4
Certain information that is contained in the Current Reports on Form 8-K
for the preceding fiscal year is presented on an annualized basis as
appropriate and is filed as exhibit 99.2 hereto.
Monthly Certificates of Servicer as to compliance for each month of the
fiscal year covered by this Form 10-K are filed as exhibit 99.3 hereto.
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on February
20, 1996 (hereby incorporated herein by reference and filed with the Securities
and Exchange Commission on February 21, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on March 18,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on March 21, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on April 18,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on April 24, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on May 20,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on June 6, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on June 18,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on June 28, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on July 18,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on July 26, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on August 19,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on August 23, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on September
18, 1996 (hereby incorporated herein by reference and filed with the Securities
and Exchange Commission on September 24, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on October 18,
1996 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on October 29, 1996).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on November
18, 1996 (hereby incorporated herein by reference and filed with the Securities
and Exchange Commission on January 3, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report
4
<PAGE> 5
on Form 8-K as to distributions made on December 18, 1996 (hereby incorporated
herein by reference and filed with the Securities and Exchange Commission on
January 7, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on January 21,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on January 22, 1997).
Other information omitted pursuant to Exemption Letter and No Action
Letter.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 11. EXECUTIVE COMPENSATION.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) The Certificates are registered in the name of only one
holder, Cede & Co., Inc., the nominee of The Depository Trust
Company as of December 31, 1996.
Other information omitted pursuant to Exemption Letter and No
Action Letter.
(b) Response omitted pursuant to Exemption Letter and No Action
Letter.
(c) Response omitted pursuant to Exemption Letter and No Action
Letter.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) (1) Response omitted pursuant to Exemption Letter and No
Action Letter.
(a) (2) Response omitted pursuant to Exemption Letter and No
Action Letter.
(a) (3) Registrant knows of no transaction or series
of transactions during the fiscal year ended December 31,
1996, or any currently proposed transaction or series of
transactions, in an amount exceeding $60,000 involving the
Registrant in which a Certificateholder who owns of record
or beneficially more than five percent of the
5
<PAGE> 6
Certificates had or will have a direct or indirect
material interest.
(b) Response omitted pursuant to Exemption Letter and No Action
Letter.
(c) Response omitted pursuant to Exemption Letter and No Action
Letter.
(d) Response omitted pursuant to Exemption Letter and No
Action Letter.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) The following is a list of documents filed as part of this
report:
EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number
------
<S> <C>
4.1 Amended and Restated Pooling and Servicing Agreement of the Registrant dated as of May 27, 1994 (hereby
incorporated herein by reference to Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 1994
(Commission File No. 33- 76956) filed with The Securities and Exchange Commission).
99.1 Annual Servicing Report of Independent Accountants on the Servicer's servicing activities is filed as exhibit 99.1
hereto
99.2 Certain information that is contained in the Current Reports on Form 8-K for the preceding fiscal year is presented
on an annualized basis as appropriate and is filed as exhibit 99.2 hereto.
99.3 Monthly Certificates of Servicer as to compliance for each month of the fiscal year covered by this Form 10-K are
filed as exhibit 99.3 hereto.
99.4 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's Current Report on Form 8-K as to
distributions made on February 20, 1996 (hereby incorporated herein by reference and filed with the Securities and Exchange
Commission on February 21, 1996).
99.5 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's Current Report on Form 8-K as to
distributions made on March 18, 1996 (hereby incorporated herein by reference and filed with the Securities and Exchange
Commission on March 21, 1996).
99.6 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's Current Report on Form 8-K as to
distributions made on April 18, 1996 (hereby incorporated herein by reference and filed with the Securities and Exchange
Commission on April 24, 1996).
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C>
99.7 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on May 20, 1996 (hereby incorporated herein by reference and filed
with the Securities and Exchange Commission on June 6, 1996).
99.8 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on June 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on June 28, 1996).
99.9 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on July 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on July 26, 1996).
99.10 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on August 19, 1996 (hereby incorporated herein
by reference and filed with the Securities and Exchange Commission on
August 23, 1996).
99.11 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on September 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on September 24,
1996).
99.12 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on October 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on October 29, 1996).
99.13 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on November 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on January 3, 1997).
99.14 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on December 18, 1996 (hereby incorporated herein by reference and
filed with the Securities and Exchange Commission on January 7, 1997).
99.15 Monthly Settlement Statement to Certificateholders filed as
exhibit to Registrant's Current Report on Form 8-K as to distributions
made on January 21, 1997 (hereby incorporated herein
by reference and filed with the Securities and Exchange Commission on
January 22, 1997).
</TABLE>
(b) The following reports on Form 8-K were filed during the
last quarter of the period covered by this report and are
hereby incorporated by reference:
7
<PAGE> 8
DATE FILED EVENT REPORTED
October 29, 1996 October 18, 1996 distribution to certificateholders
(c) Response omitted pursuant to Exemption Letter and No Action
Letter.
(d) Response omitted pursuant to Exemption Letter and No Action
Letter.
SUPPLEMENTAL INFORMATION TO BE FURNISHED
WITH REPORTS FILED PURSUANT TO SECTION 15(D)
BY REGISTRANTS WHICH HAVE NOT REGISTERED
SECURITIES PURSUANT TO SECTION 12 OF THE ACT
No annual report, proxy statement, form of proxy or other soliciting
material has been sent to Certificateholders, and the Registrant does not
contemplate sending any such materials subsequent to the filing of this report.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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 RECEIVABLES
MASTER TRUST
By: WESTPOINT STEVENS INC.,
-------------------------
as Servicer
By: /s/ J. Nelson Griffith
-------------------------
Name: J. Nelson Griffith
Title: Controller
Date: March 27, 1997
8
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Exhibit Document Page Number
- ------- -------- -----------
<S> <C> <C>
4.1 Amended and Restated Pooling and Servicing Agreement of the Registrant dated as of *
May 27, 1994 (hereby incorporated herein by reference to Registrants Annual Report
on Form 10-K for the fiscal year ended December 31, 1994 (Commission File
No. 33-76956) filed with The Securities and Exchange Commission).
99.1 Annual Servicing Report of Independent Accountants on the Servicer's servicing *
activities is filed as exhibit 99.1 hereto
99.2 Certain information that is contained in the Current Reports on Form 8-K for the *
preceding fiscal year is presented on an annualized basis as appropriate and is
filed as exhibit 99.2 hereto.
99.3 Monthly Certificates of Servicer as to compliance for each month of the fiscal year *
covered by this Form 10-K are filed as exhibit 99.3 hereto.
99.4 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on February 20, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on February 21, 1996).
99.5 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on March 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on March 21, 1996).
99.6 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on April 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on April 24, 1996).
99.7 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on May 20, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on June 6, 1996).
99.8 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on June 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on June 28, 1996).
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Sequential
Exhibit Document Page Number
- ------- -------- -----------
<S> <C> <C>
99.9 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on July 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on July 26, 1996).
99.10 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on August 19, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on August 23, 1996).
99.11 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on September 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on September 24, 1996).
99.12 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on October 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on October 29, 1996).
99.13 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on November 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on January 3, 1997).
99.14 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on December 18, 1996 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on January 7, 1997).
99.15 Monthly Settlement Statement to Certificateholders filed as exhibit to Registrant's *
Current Report on Form 8-K as to distributions made on January 21, 1997 (hereby
incorporated herein by reference and filed with the Securities and Exchange
Commission on January 22, 1997).
</TABLE>
10
<PAGE> 1
EXHIBIT 99.1
Report of Independent Accountants
WPS Receivables Corporation
507 West Tenth Street
P.O. Box 71
West Point, Georgia 31833
as Transferor of the Receivables
WestPoint Stevens Inc.
507 West Tenth Street
P.O. Box 71
West Point, Georgia 31833
as Servicer of the Receivables
Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, New York 10001
as Trustee
Standard & Poor's Ratings Group
26 Broadway, 20th Floor
New York, New York 10004-1064
as Rating Agency
Moody's Investors Service
99 Church Street, 4th Floor
New York, New York 10007
as Rating Agency
We have performed the procedures enumerated below, which were agreed to by WPS
Receivables Corporation as Transferor of the Receivables, WestPoint Stevens Inc.
as servicer of the Receivables and Chase Manhattan Bank as the Trustee, solely
to assist you with respect to the servicing records of WestPoint Stevens Inc.
for the year ended December 31, 1996, in accordance with the requirements of
Section 3.07 of the Pooling and Servicing Agreement dated as of December 10,
1993, and amended and restated as of May 27, 1994, between WPS Receivables
Corporation as Transferor of the Receivables and WestPoint Stevens Inc. as
Servicer of the Receivables and Chase Manhattan Bank as Trustee (the "Servicing
Agreement"). This engagement to apply agreed-upon procedures was performed in
accordance with standards established by the American Institute of Certified
Public Accountants. The sufficiency of the procedures is solely the
responsibility of the specified users of the report. Consequently, we make no
representation regarding the sufficiency of the procedures described below
either for the purpose for which this report has been requested or for any other
purpose.
1
<PAGE> 2
Unless otherwise indicated, the following conventions have been adopted in
presenting our procedures and findings:
- The term "compared" means compared to and found to be
materially in agreement with, unless otherwise noted.
- For purposes of this letter, materiality is defined to be
amounts equal to or exceeding $1 million.
- Certain terms herein are defined in the Servicing Agreement
and are used with the meaning set forth therein.
At your request, our procedures were as follows:
We have (i) read the Servicing Agreement and (ii) performed the additional
procedures as follows:
a. We compared all material amounts appearing in the settlement
reports filed for the year ended December 31, 1996 with the
records from which such amounts were derived.
b. We randomly selected a sample of 25 daily reports from the
population of daily reports filed covering the year ended
December 31, 1996. We compared all material amounts appearing
in the sample daily reports with the records from which such
amounts were derived.
c. We proved the mathematical accuracy of the amounts or
percentages in the settlement reports and the sample daily
reports.
No material exceptions were found in performing these procedures.
We were not engaged to, and did not perform an audit, the objective of which
would be the expression of an opinion on the specified elements, accounts or
items thereof. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would
have been reported to you.
This letter relates only to the items specified above and does not extend to any
financial statements or financial information of WestPoint Stevens Inc., WPS
Receivables Corporation or WestPoint Stevens Receivable Master Trust and should
not be associated with such financial statements or financial information.
This report is intended solely for the use of the specified users listed above
and should not be used by those who have not agreed to the procedures and taken
responsibility for the sufficiency of the procedures for their purposes.
/s/ Ernst & Young LLP
February 5, 1997
2
<PAGE> 1
EXHIBIT 99.2
1996 ANNUALIZED RECEIVABLES ACTIVITY
<TABLE>
<CAPTION>
LSL
==================================================================================================================
- ------------------------------------------------------------------------------------------------------------------
A. ANNUAL RECEIVABLES ACTIVITY
HOME FASHIONS ALAMAC TOTAL
---------------- -------------- -----------------
<S> <C> <C> <C>
1. BEGINNING JANUARY 1996 RECEIVABLES BALANCE 212,328,018.27
2. Plus: New Invoices 1,439,896,954.99 214,708,550.62 1,654,605,505.61
3. Less: Cash Collections (1,569,956,741.09)
4a. Less: Cash Discounts (3,283,326.36) (475,296.75) (3,758,623.11)
4b. Less: Returns & Allowances (24,437,114.54) (4,098,928.60) (28,536,043.14)
4c. Less: Other Credits (6,515,793.29) 280,456.80 (6,235,336.49)
-------------------- ---------------- -------------- -----------------
4d. Total Dilution (34,236,234.19) (4,293,768.55) (38,530,002.74)
5. Less: Advertising Credits (27,057,753.62) 0.00 (27,057,753.62)
6. Less: Net Write-Offs (990,947.86) (805,675.75) (1,796,623.61)
7. Less: Miscellaneous (1,892.00)
-----------------
8. ENDING DECEMBER 1996 RECEIVABLES BALANCE 229,590,510.82
=================
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 99.3
[LETTERHEAD] WESTPOINT STEVENS
February 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of February, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 2
[LETTERHEAD] WESTPOINT STEVENS
March 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of March, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 3
[LETTERHEAD] WESTPOINT STEVENS
April 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of April, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 4
[LETTERHEAD] WESTPOINT STEVENS
May 13, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 13th day of May, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 5
[LETTERHEAD] WESTPOINT STEVENS
June 14, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 14th day of June, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 6
[LETTERHEAD] WESTPOINT STEVENS
July 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of July, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 7
[LETTERHEAD] WESTPOINT STEVENS
August 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of August, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 8
[LETTERHEAD] WESTPOINT STEVENS
September 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of September, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 9
[LETTERHEAD] WESTPOINT STEVENS
October 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of October, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 10
[LETTERHEAD] WESTPOINT STEVENS
November 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of October, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 11
[LETTERHEAD] WESTPOINT STEVENS
December 15, 1996
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of December, 1996.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 12
[LETTERHEAD] WESTPOINT STEVENS
January 15, 1997
TO: Chemical Bank
The First National Bank of Chicago
WPS Receivables Corporation
Standard & Poor's Ratings Group
Moody's Investor Services
WESTPOINT STEVENS INC. (the "Servicer") hereby certifies that:
1. This Certificate is being delivered pursuant to Section 3.06 of the
Pooling and Servicing Agreement, dated as of December 10, 1993, and amended and
restated as of May 27, 1994 (as the same may be amended, supplemented, amended
and restated or otherwise modified from time to time, the "Agreement"), among
WPS Receivables Corporation, as Transferor, the Servicer, and Chemical Bank, as
the Trustee.
2. As of the date of this Certificate, the Authorized Officer (as defined
in the Agreement) that is executing this Certificate is not aware of the
occurrence and continuance of any Liquidation Event, Unmatured Liquidation
Event or Pay-Out Event (each as defined in the Agreement).
IN WITNESS WHEREOF, the Servicer has caused this Certificate to be
executed by its duly authorized officer this 15th day of January, 1997.
WESTPOINT STEVENS INC.
By: /s/ Craig J. Berlin
--------------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
