UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 8, 2005
------------------------
WESTPOINT STEVENS INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-15381 36-3498354
- --------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)
507 West Tenth Street
West Point, Georgia 31833
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(706) 645-4000
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information required by this item is included in Item 2.01 of
this Current Report and is incorporated herein by reference.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
As previously disclosed, WestPoint Stevens Inc. and certain of its
subsidiaries (collectively, the "Company") entered into an asset purchase
agreement (the "Asset Purchase Agreement") with certain affiliates of American
Real Estate Holding Limited Partnership (collectively, the "Purchaser") for the
sale to the Purchaser of substantially all of the Company's assets
(collectively, the "Assets"). Prior to the Closing referred to below, affiliates
of the Purchaser owned approximately 40% of the debt under the Company's first
lien credit facility and 51% of the debt under the Company's second lien credit
facility. On July 8, 2005, the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court") entered an order approving the
Asset Purchase Agreement and the sale of the Assets pursuant to section 363 of
the United States Bankruptcy Code. On August 8, 2005, the Company and the
Purchaser consummated the transactions contemplated by the Asset Purchase
Agreement (the "Closing"). A copy of the Asset Purchase Agreement was previously
filed as an exhibit to the Company's Form 8-K dated June 29, 2005.
At the Closing, the Purchaser provided consideration for the Assets
valued at approximately $703.5 million, as follows: (i) the payment in full of
all outstanding indebtedness under the Company's debtor in possession credit
agreement, dated as of June 5, 2003, as amended, among the Company and certain
of its subsidiaries, Bank of America, N.A., Wachovia Bank, National Association
and certain other lenders (the "DIP Credit Facility"); (ii) 35% of newly issued
shares of common stock of the Company's parent entity (the "Parent Common
Stock") for distribution to the lenders under the Company's first lien credit
facility (the "First Lien Lenders"); (iii) subscription rights to acquire up to
an additional 47.5% of Parent Common Stock (the "Subscription Rights") for an
aggregate purchase price of $125 million for distribution to the First Lien
Lenders and the lenders under the Company's second lien credit facility (the
"Second Lien Lenders"); (iv) approximately $33.9 million in cash, deposited
with the administrative agent under the DIP Credit Facility, as collateral for
outstanding letter of credit obligations under the DIP Credit Facility; (v) the
satisfaction of certain other secured claims which are senior to the first lien
debt; (vi) the assumption of other specified liabilities of the Company, as set
forth in the Asset Purchase Agreement; and (vii) $3 million in respect of
wind-down costs.
In connection with the Closing, affiliates of the Purchaser acquired
17.5% of the Parent Common Stock for a purchase price of $187 million, and
agreed to purchase, at the rights offering exercise price, a number of shares of
Parent Common Stock equal to the number of shares of Parent Common Stock with
respect to which Subscription Rights have not been exercised by a specified
date.
2
In addition, in connection with the Closing, the DIP Credit Facility
was terminated on August 8, 2005, and the lenders under the DIP Credit Facility
were repaid approximately $92.5 million which was the total indebtedness owing
by the borrowers to the lenders under the DIP Credit Facility. The Company is
now in the process of winding down its estate, and will shortly be dissolved and
liquidated without any distribution being made to the Company's stockholders.
A copy of the Company's press release, dated August 8, 2005,
announcing the Closing, is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS, ELECTION OF DIRECTORS,
APPOINTMENT OF PRINCIPAL OFFICERS.
Effective upon the Closing, each of the directors and officers of the
Company resigned from their respective positions at the Company. The officers of
the Company, however, are continuing in substantially similar positions with the
Purchaser. Mr. Lester D. Sears (age 56), the Company's Senior Vice President -
Finance and Chief Financial Officer prior to his resignation, was appointed on
August 8, 2005 by the Bankruptcy Court to act as a Responsible Officer of the
Company and its debtor subsidiaries to oversee the wind-down of their estates.
Prior to joining the Company in 2001, Mr. Sears was employed as Executive Vice
President and Chief Financial Officer for Glenoit Corporation, a textile
manufacturing company, from 1996. Mr. Sears was Executive Vice President and
Chief Financial Officer for Perfect Fit Industries, Inc. where he was an Equity
Partner from 1989 until 1996. Mr. Sears served as Controller of the Consumer
Products Division of Springs Industries, Inc. from 1984 until 1989. Previously
he served as a Certified Public Accountant with the independent accounting firm
of Haskins & Sells (now Deloitte & Touche) for approximately three years.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Asset Purchase Agreement, dated June 23, 2005, by and among
WS Textile Co., Inc., New Textile One, Inc., New Textile
Two, Inc., Textile Co., Inc., WestPoint Stevens Inc.,
WestPoint Stevens Inc. I, WestPoint Stevens Stores Inc., and
J.P. Stevens Enterprises, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the Commission on June 29, 2005)
99.1 Press Release, dated August 8, 2005
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTPOINT STEVENS INC.
By: /s/ Lester D. Sears
----------------------------------------
Name: Lester D. Sears
Title: Responsible Officer
Dated: August 9, 2005
4
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Asset Purchase Agreement, dated June 23, 2005, by and among
WS Textile Co., Inc., New Textile One, Inc., New Textile
Two, Inc., Textile Co., Inc., WestPoint Stevens Inc.,
WestPoint Stevens Inc. I, WestPoint Stevens Stores Inc., and
J.P. Stevens Enterprises, Inc. (incorporated herein by
reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed with the Commission on June 29, 2005)
99.1 Press Release, dated August 8, 2005
5