<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]
For the fiscal year ended: December 31, 1997
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)
New York (governing law of
pooling and servicing agreement) 58-2080658
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
507 West 10th Street, West Point, Georgia 31833
- ----------------------------------------- ------------------------------------
(Address of principal executive offices) (zip code)
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, 1997: Not applicable.
Number of shares of common stock outstanding as of December 31, 1997: 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
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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, 1997.
(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 Public 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 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on March 3, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on March 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on April 7, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on April 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on April 21, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on May 19, 1997
(hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on May 23, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on June 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on June 20, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on July 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on July 24, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on August 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on August 27, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on September
18, 1997 (hereby incorporated herein by reference and filed with the Securities
and Exchange Commission on September 23, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on October 20,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on October 29, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on November 18,
1997 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on November 25, 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, 1997 (hereby incorporated
herein by reference and filed with the Securities and Exchange Commission on
December 18, 1997).
Monthly Settlement Statement to Certificateholders filed as exhibit to
Registrant's Current Report on Form 8-K as to distributions made on January 20,
1998 (hereby incorporated herein by reference and filed with the Securities and
Exchange Commission on January 29, 1998).
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, 1997.
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, 1997, 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 Certificates had or will have a direct or
indirect material interest.
5
<PAGE> 6
(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
Exhibit
Number
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 18, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on March 3, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on April 7, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on April 21, 1997).
6
<PAGE> 7
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
19, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on May 23, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on June 20, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on July 24, 1997).
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 18, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on August 27, 1997).
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, 1997 (hereby incorporated herein by reference and filed
with the Securities and Exchange Commission on September 23, 1997).
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 20, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on October 29, 1997).
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, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on November 25, 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, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on December 18, 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 20, 1998 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on January 29, 1998).
(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
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<TABLE>
<CAPTION>
DATE FILED EVENT REPORTED
---------- --------------
<S> <C>
October 29, 1997 October 20, 1997 distribution to certificateholders
November 25, 1997 November 18, 1997 distribution to certificateholders
December 18, 1997 December 18, 1997 distribution to certificateholders
</TABLE>
(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 26, 1998
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 18, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on March 3, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on April 7, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on April 21, 1997).
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
19, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on May 23, 1997).
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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on June 20, 1997).
</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, 1997 (hereby incorporated herein by reference and filed with the
Securities and Exchange Commission on July 24, 1997).
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 18, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on August 27, 1997).
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, 1997 (hereby incorporated herein by reference and filed
with the Securities and Exchange Commission on September 23, 1997).
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 20, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on October 29, 1997).
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, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on November 25, 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, 1997 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on December 18, 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 20, 1998 (hereby incorporated herein by reference and filed with
the Securities and Exchange Commission on January 29, 1998).
</TABLE>
10
<PAGE> 1
Report of Independent Accountants
WPS Receivable 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, 1997, 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.
<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, 1997 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, 1997. 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.
February 5, 1998 /s/ Ernst & Young LLP
Columbus, Georgia
<PAGE> 1
EXHIBIT 99.2
1997 ANNUALIZED RECEIVABLES ACTIVITY
A. ANNUAL RECEIVABLES ACTIVITY
<TABLE>
<CAPTION>
HOME FASHIONS ALAMAC TOTAL
------------- ------ -----
<S> <C> <C> <C>
1. BEGINNING JANUARY 1997 RECEIVABLES BALANCE 229,590,510.82
2. Plus: Invoices 1,576,055,360.74 160,259,720.53 1,736,315,081.27
3. Less: Cash Collections (1,657,969,303.00)
4a. Less: Cash Discounts (2,992,669.40) (491,684.33) (3,484,353.73)
4b. Less: Returns & Allowances (33,737,093.72) (3,479,830.94) (37,216,924.66)
4c. Less: Other Credits (3,000,516.72) (4,910.14) (3,005,426.86)
----------------------------- ---------------- -------------- -----------------
4d. Total Dilution (39,730,279.84) (3,976,425.41) (43,706,705.25)
5. Less: Advertising Credits (38,977,254.70) 0.00 (38,977,254.70)
6. Less: Net Write-Offs (1,912,830.93) (542,782.27) (2,455,613.20)
7. Less: Miscellaneous 1,752,699.01
-----------------
8. ENDING DECEMBER 1997 RECEIVABLES BALANCE 224,549,414.95
=================
</TABLE>
<PAGE> 1
EXHIBIT 99.3
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
February 13, 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") herby 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 February, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 2
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
March 14, 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") herby 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 March, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 3
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
April 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") herby 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, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 4
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
May 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") herby 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 May, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 5
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
June 13, 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") herby 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 June, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 6
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
July 11, 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") herby 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 11th day of July, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 7
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
August 15, 1997
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
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") herby 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, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/leb
<PAGE> 8
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
September 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") herby 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, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 9
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
October 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") herby 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, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 10
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
November 14, 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") herby 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 November, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 11
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
December 14, 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") herby 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 December, 1997.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
<PAGE> 12
[WESTPOINT STEVENS LETTERHEAD]
WESTPOINT STEVENS
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
January 15, 1998
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") herby 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, 1998.
WESTPOINT STEVENS INC.
BY:/s/ Craig J. Berlin
-----------------------------
Craig J. Berlin
Corporate Credit Director
Senior Credit Officer
CJB/zkp
