Exhibit 99.1
Contact: Lorraine D. Miller, CFA OR John P. Saldarelli
WestPoint Stevens American Property Investors Inc.
Senior Vice President Chief Financial Officer
Finance and External Communications Secretary and Treasurer
404.378.0491 914.242.7700
FOR IMMEDIATE RELEASE
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WESTPOINT STEVENS SALE TO AMERICAN REAL ESTATE PARTNERS APPROVED BY COURT
WEST POINT, GEORGIA, and MOUNT KISCO, NEW YORK (June 30, 2005) - WestPoint
Stevens Inc. (Pink Sheet: WSPTQ.PK) ("WestPoint") and American Real Estate
Partners, L.P. (NYSE:ACP) ("AREP") announced today that the U.S. Bankruptcy
Court has approved the sale of substantially all of WestPoint's assets to an
indirect subsidiary of AREP, which is controlled by Carl C. Icahn. The AREP
offer was the highest and best bid received in connection with the sale process
approved by the Court in its reorganization proceedings for WestPoint.
The terms of the agreement valued at $703.5 million, include the purchase of
substantially all of the assets of WestPoint, the repayment of WestPoint's
outstanding debtor-in-possession loans and assumption of certain working capital
liabilities, the satisfaction of other secured claims, and the payment of $3
million for wind-down costs. The agreement also provides for the issuance on
account of the first lien debt of 35.0% of the equity in WS Textile Co. Inc., a
newly formed company that will own indirectly the assets of WestPoint, a $125
million rights offering for 47.5% of the equity of WS Textile Co., Inc., and a
cash investment of $187 million by AREP for 17.5% of the equity of WS Textile
Co., Inc. By virtue of its position as a holder of WestPoint debt, AREP has
agreed to subscribe to its portion of the rights expected to represent equity
interests of not less than 19% of WS Textile Co., Inc. and has agreed to
subscribe for any unexercised rights shares. As a result, it is expected that
AREP will own in excess of 50% of the outstanding shares of WS Textile Co., Inc
and may own up to 79%, to the extent the subscription rights are not exercised.
A closing date for the proposed sale has yet to be announced. The closing of the
sale is subject to customary and other deal-specific conditions and will be
reflected in an order of the U.S. Bankruptcy Court authorizing the transaction,
which is expected to be entered next week. Following the sale, WestPoint will
wind down its estate, and as a result, all shares of its common stock would be
cancelled with no payment.
Carl C. Icahn, Chairman of the Board of AREP's general partner reported "We are
pleased with the outcome of this process and with WestPoint. We look forward to
continuing to earn the trust of WestPoint's customers, employees and vendors."
M.L. "Chip" Fontenot, President and CEO of WestPoint Stevens commented, "Court
approval of the sale agreement for WestPoint Stevens brings us closer to the
successful conclusion of our reorganization process. Going forward, we will seek
to take advantage of global opportunities."
Mr. Fontenot added, "I would like to thank our customers for their support
during this very difficult process. In addition, we are extremely grateful for
the support of our employees, vendors and communities."
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507 West Tenth Street o Post Office Box 71 o West Point, Georgia 31833
www.westpointstevens.com
WestPoint Stevens Inc. is a leading home fashions consumer products company,
with a wide range of bed linens, towels, blankets, comforters and accessories
marketed under the well-known brand names GRAND PATRICIAN, PATRICIAN, MARTEX,
ATELIER MARTEX, BABY MARTEX, UTICA, STEVENS, LADY PEPPERELL, SEDUCTION, VELLUX
and CHATHAM - all registered trademarks owned by WestPoint Stevens Inc. and its
subsidiaries - and under licensed brands including CHARISMA, RALPH LAUREN HOME,
DISNEY HOME and GLYNDA TURLEY. WestPoint Stevens can be found on the World Wide
Web at www.westpointstevens.com.
AREP, is a master limited partnership engaged in a variety of businesses
including oil and gas exploration and production; casino gaming and associated
hotel, restaurant and entertainment operations; real estate activities including
commercial rentals, residential development and associated resort activities;
and investments in equity and debt securities. AREP seeks to continue to grow
and enhance the value of its core businesses and to acquire undervalued assets
and companies that are distressed or in out-of-favor industries.
This shall not constitute an offer of any securities for sale, which offer may
be made only pursuant to a registration statement filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933 or an exemption
therefrom. This shall not constitute an offer to sell or the solicitation of an
offer to buy securities in any State in which such offer or solicitation would
be unlawful prior to registration or qualification under the securities law of
any such State.
AREP Safe Harbor Statement: This release contains certain "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995, many of which are beyond our ability to control or predict.
Forward-looking statements may be identified by words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or
words of similar meaning and include, but are not limited to, statements about
the expected future business and financial performance of AREP and its
subsidiaries. Among these risks and uncertainties are changes in risks related
to our oil and gas exploration and production operations, including costs of
drilling, completing and operating wells and the effects of regulation, risks
related to our casino gaming and associated hotel, restaurant and entertainment
operations, including the effects of regulation, substantial competition, rising
operating costs and economic downturns, risks related to our real estate
activities including the extent of any tenant bankruptcies and insolvencies, our
ability to maintain tenant occupancy at current levels, our ability to obtain,
at reasonable costs, adequate insurance coverage, competition for investment
properties, and other risks and uncertainties detailed from time to time in our
filings with the SEC. We undertake no obligation to publicly update or review
any forward-looking information, whether as a result of new information, future
developments or otherwise.
WestPoint Safe Harbor Statement: Except for historical information contained
herein, certain matters set forth in this press release are "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. Such forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially from those in
the forward-looking statements. Such risks and uncertainties may be attributable
to important factors that include but are not limited to the following: Product
margins may vary from those projected; Raw material prices may vary from those
assumed; Additional reserves may be required for bad debts, returns, allowances,
governmental compliance costs, or litigation; There may be changes in the
performance of financial markets or fluctuations in foreign currency exchange
rates; Unanticipated natural disasters could have a material impact upon results
of operations; There may be changes in the general economic conditions that
affect customer practices or consumer spending; Competition for retail and
wholesale customers, pricing and transportation of products may vary from time
to time due to seasonal variations or otherwise; Customer preferences for our
products can be affected by competition, or general market demand for domestic
or imported goods or the quantity, quality, price or delivery time of such
goods; There could be an unanticipated loss of a material customer or a material
license; The availability and price of raw materials could be affected by
weather, disease, energy costs or other factors. The information contained in
this release is as of June 30, 2005. WestPoint Stevens assumes no obligation to
update any forward-looking statements contained in this document as a result of
new information or future events or developments.
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