SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESTPOINT STEVENS INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 36-3498354
(State of Incorporation or Organization) (I.R.S. Employer
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Identification no.)
507 West Tenth Street, West Point, GA 31833
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), please
check the following box. [x]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
______________ (if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
NY2:\989721\02\L7_902!.DOC\80765.0004
Item 1. Description of Registrant's Securities to be Registered
On May 9, 2001, the Board of Directors of WestPoint Stevens
Inc., a Delaware corporation (the "Corporation"), declared a dividend
distribution of one Common Stock Purchase Right (a "Right") for each outstanding
share of common stock, par value $0.01 per share (the "Common Stock"), of the
Corporation. The distribution was made payable as of May 21, 2001 to
stockholders of record on that date (the "Record Date"). Each Right, once
exercisable, entitles the registered holder to purchase from the Corporation one
share of Common Stock at a price of $35.00 per share (the "Exercise Price"),
subject to certain adjustments. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") dated as of May 9, 2001 by
and between the Corporation and SunTrust Bank, as Rights Agent (the "Rights
Agent").
As discussed below, initially the Rights will not be
exercisable, certificates will not be sent to stockholders and the Rights will
automatically trade with the Common Stock.
The Rights, unless earlier redeemed by the Board of Directors,
become exercisable upon the close of business on the day (the "Distribution
Date") which is the earlier of (i) the tenth day following a public announcement
that a person or group of affiliated or associated persons, with certain
exceptions set forth below, has acquired beneficial ownership of 15% or more of
the outstanding voting stock of the Corporation (an "Acquiring Person") and (ii)
the tenth business day (or such later date as may be determined by the Board of
Directors prior to such time as any person or group of affiliated or associated
persons becomes an Acquiring Person) after the date of the commencement by any
person of a tender or exchange offer, the consummation of which would result in
such person or group of affiliated or associated persons becoming an Acquiring
Person.
An Acquiring Person does not include (A) the Corporation, (B)
any subsidiary of the Corporation, (C) any employee benefit plan or employee
stock plan of the Corporation or of any subsidiary of the Corporation, or any
trust or other entity organized, appointed, established or holding voting stock
for or pursuant to the terms of any such plan, (D) any person or group of
affiliated or associated persons whose ownership of 15% or more of the shares of
voting stock of the Corporation then outstanding results solely from (i) any
action or transaction or transactions approved by the Board of Directors before
such person or group became an Acquiring Person or (ii) a reduction in the
number of issued and outstanding shares of voting stock of the Corporation
pursuant to a transaction or transactions approved by the Board of Directors
(provided that any person or group that does not become an Acquiring Person by
reason of subclause (i) or (ii) of this clause (D) shall become an Acquiring
Person upon acquisition of an additional 1% or more of the Corporation's voting
stock unless such acquisition of additional voting stock would not result in
such person becoming an Acquiring Person by reason of subclause (i) or (ii) of
this clause (D)), (E) any person who, as of May 9, 2001, together with all
affiliates and associates of such person, was the beneficial owner of 15% or
more of the voting stock of the Corporation outstanding as of such date;
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provided, however, that any person described in this clause (E) shall become an
Acquiring Person if (i) such person, together with all affiliates and associates
of such person, after May 9, 2001, acquires beneficial ownership of an
additional 1% or more of the voting stock of the Corporation (unless such
acquisition is pursuant to a transaction described in clause (D)(i) or (D)(ii)
above) or (ii) such person, together with all affiliates and associates of such
person, after May 9, 2001, reduces its beneficial ownership of the voting stock
to less than 15% of the outstanding voting stock and thereafter becomes the
beneficial owner of 15% or more of the outstanding voting stock (unless such
acquisition is pursuant to a transaction described in clause (D)(i) or (D)(ii)
above), or (F) any Lender (as defined below) or group of Lenders, together with
all affiliated or associated persons of any such Lender or group of Lenders,
whose ownership of 15% or more of the shares of voting stock of the Corporation
then outstanding results solely by reason of (i) the Borrower's (as defined
below) pledge of Common Stock (the "Collateral") to such Lender or group of
Lenders to secure the Borrower's obligations under the Fourth Amended and
Restated Loan Agreement, dated as of May 18, 1999 (the "Credit Agreement"),
among Bank of America, N.A., Bank One, N.A., The Bank of New York, The Bank of
Nova Scotia and First Union National Bank and their respective successors and
each other lender which may become a party thereto (each, a "Lender", and
collectively, the "Lenders"), WPS Investors, L.P. (the "Borrower") and Bank of
America, N.A., as agent, or (ii) the acquisition of beneficial ownership or
taking title to or possession of all or any portion of the Collateral as a
result of the Borrower's default under the Credit Agreement, in each case
pursuant to the terms of the Credit Agreement or any collateral agreement,
document or instrument pursuant to which the Collateral has been pledged;
provided, further, that if a Lender or group of Lenders described in this clause
(F) does not become an Acquiring Person by reason of subclause (i) or (ii) of
this clause (F) or by reason of subclause (i) or (ii) of clause (D) above, such
Lender or group of Lenders shall become an Acquiring Person if, after May 9,
2001, such Lender or group of Lenders (together with all affiliated or
associated persons of such Lender or group of Lenders) acquires beneficial
ownership of an additional 1% or more of the voting stock of the Corporation
(unless such acquisition is pursuant to a transaction described in clause (D)(i)
or (D)(ii) above).
Prior to the Distribution Date, the Rights will not be
exercisable, will not be represented by a separate certificate, and will not be
transferable apart from the Corporation's Common Stock, but will instead be
evidenced, with respect to any of the Common Stock certificates outstanding as
of the Record Date, by such Common Stock certificate with a copy of a Summary of
Rights attached thereto. Until the Distribution Date (or earlier redemption,
exchange or expiration of the Rights), new Common Stock certificates issued
after the Record Date will contain a legend incorporating the Rights Agreement
by reference. Until the Distribution Date (or earlier redemption, exchange or
expiration of the Rights), the surrender for transfer of any of the Common Stock
certificates outstanding as of the Record Date, with or without a copy of a
Summary of Rights attached thereto, will also constitute the transfer of the
Rights associated with the Common Stock represented by such certificate. As soon
as practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
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Common Stock as of the close of business on the Distribution Date, and such
separate certificates alone will evidence the Rights from and after the
Distribution Date.
The Rights are not exercisable until the Distribution Date.
The Rights will expire at the close of business on May 9, 2011, unless earlier
redeemed or exchanged by the Corporation as described below.
The Exercise Price of the Rights and the number of shares of
Common Stock issuable upon exercise of the Rights are subject to certain
adjustments from time to time in the event of a stock dividend on, or a
subdivision or combination of, the Common Stock. The Exercise Price for the
Rights also is subject to adjustment in the event of extraordinary distributions
of cash or other property to holders of Common Stock.
Unless the Rights are earlier redeemed, in the event that a
person or group becomes an Acquiring Person, the Rights Agreement provides that
proper provisions will be made so that each holder of record of a Right (other
than Rights beneficially owned by an Acquiring Person and certain affiliates,
associates and transferees thereof, whose Rights will thereupon become null and
void), will thereafter have the right to receive, upon payment of the Exercise
Price, that number of shares of the Common Stock having a fair market value
determined in accordance with the Rights Agreement at the time of the
transaction equal to approximately two times the Exercise Price (such value to
be determined with reference to the fair market value of the Corporation's
Common Stock as provided in the Rights Agreement).
In addition, unless the Rights are earlier redeemed or
exchanged, in the event that, after the time that a person or group becomes an
Acquiring Person, the Corporation were to be acquired in a merger or other
business combination (in which any shares of Common Stock are changed into or
exchanged for other securities or assets) or more than 50% of the assets or
earning power of the Corporation and its subsidiaries (taken as a whole) were to
be sold or transferred in one or a series of related transactions, the Rights
Agreement provides that proper provision will be made so that each holder of
record of a Right (other than Rights beneficially owned by an Acquiring Person
and certain affiliates, associates and transferees thereof, whose Rights will
thereupon become null and void) will from and after such date have the right to
receive, upon payment of the Exercise Price, that number of shares of common
stock of the acquiring company having a fair market value at the time of such
transaction determined in accordance with the Rights Agreement equal to
approximately two times the Exercise Price.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the outstanding voting stock, the Board of Directors of the Corporation may
exchange the Rights (other than Rights owned by such person or group which will
have become null and void), in whole or in part, for that number of shares of
the Corporation's Common Stock having a fair market value on the date such
person or group became an Acquiring Person equal to the excess of (i) the fair
market value of Common Stock issuable upon the exercise of the Rights over (ii)
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the Exercise Price of the Rights, in each case subject to anti-dilution
adjustments.
No fractional shares of Common Stock are required to be issued
upon the exercise of any Right, and in lieu thereof the Corporation may cause
depositary receipts to be issued or may make a cash payment, in each case as
provided in the Rights Agreement.
At any time prior to the close of business on the tenth day
after there has been a public announcement that a person has become an Acquiring
Person, the Corporation may redeem the Rights in whole, but not in part, at a
price of $0.001 per Right (the "Redemption Price"). Immediately upon the
effective time of the action of the Board of Directors of the Corporation
authorizing redemption of the Rights, the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price.
For as long as the Rights are then redeemable, the Corporation
may, except with respect to the Redemption Price, amend the Rights in any
manner, including an amendment to extend the time period in which the Rights may
be redeemed. At any time when the Rights are not then redeemable, the
Corporation may amend the Rights in any manner that does not materially
adversely affect the interests of holders of the Rights as such.
Until a Right is exercised, the holder, as such, will have no
rights as a stockholder of the Corporation, including, without limitation, the
right to vote or to receive dividends.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group who attempts to acquire the
Corporation on terms not approved by the Corporation's Board of Directors. The
Rights should not interfere with any merger or other business combination
approved by the Board since they may be redeemed by the Corporation at the
Redemption Price at any time prior to the close of business on the tenth day
after there has been a public announcement that a person or group has become an
Acquiring Person.
The form of Rights Agreement between the Corporation and the
Rights Agent, specifying the terms of the Rights, which includes as Exhibit A
the form of Summary of Rights to Purchase Shares of Common Stock and as Exhibit
B the form of Right Certificate are attached hereto as exhibits and incorporated
herein by reference. The foregoing description of the Rights is qualified by
reference to such exhibits.
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Item 2. Exhibits
Exhibit No. Description
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4.1 Rights Agreement dated as of May 9, 2001, by and between
WestPoint Stevens Inc. and SunTrust Bank, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Corporation's Current Report on Form 8-K filed on May 9,
2001 (SEC File No. 0-21496)). The Rights Agreement
includes as Exhibit A the form of Summary of Rights and
as Exhibit B the form of Right Certificate.
99.1 Press Release of the Corporation issued on May 9, 2001
(incorporated by reference to Exhibit 99.1 to the
Corporation's Current Report on Form 8-K filed on May 9,
2001 (SEC File No. 0-21496)).
99.2 Form of Letter to Stockholders, dated May 21, 2001.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: May 9, 2001
WESTPOINT STEVENS INC.
By: /s/ Christopher N. Zodrow
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Name: Christopher N. Zodrow
Title: Vice President
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Rights Agreement dated as of May 9, 2001, by and between
WestPoint Stevens Inc. and SunTrust Bank, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the
Corporation's Current Report on Form 8-K filed on May 9,
2001 (SEC File No. 0-21496)). The Rights Agreement
includes as Exhibit A the form of Summary of Rights and
as Exhibit B the form of Right Certificate.
99.1 Press Release of the Corporation issued on May 9, 2001
(incorporated by reference to Exhibit 99.1 to the
Corporation's Current Report on Form 8-K filed on May 9,
2001 (SEC File No. 0-21496)).
99.2 Form of Letter to Stockholders, dated May 21, 2001.
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