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.
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.
ITEM 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.
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.
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.
ITEM 6. SELECTED FINANCIAL DATA.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 7.
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.
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.
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
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.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
Response omitted pursuant to Exemption Letter and No Action Letter.
ITEM 12.
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.
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
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.
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
(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:
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
EXHIBIT INDEX