Apollo Investment Fund III LP, et al. – ‘SC 13D/A’ on 12/29/00 re: Pillowtex Corp – EX-99.A

On:  Friday, 12/29/00, at 1:23pm ET   ·   Accession #:  950123-0-11923   ·   File #:  5-42495

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amended Schedule 13D                                   9     30K 
 2: EX-99.A     Transfer Agreement                                     8     23K 

EX-99.A   —   Transfer Agreement
Exhibit Table of Contents

EX-99.A
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EXHIBIT A   

TRANSFER AGREEMENT  

             THIS TRANSFER AGREEMENT, dated as of December 26, 2000,
between Ravich Revocable Trust of 1989 (the "Transferee") and each transferor   
(such transferors being referred to individually as a "Transferor" and          
collectively as the "Transferors") each as named on the signature pages hereof: 

W I T N E S S E T H:

                 WHEREAS, each Transferor is the owner of the number of shares
of the issued and outstanding Series A Redeemable Convertible Preferred Stock,  
$.01 par value per share (the "Preferred Stock") of Pillowtex Corporation, a    
Texas corporation (the "Company"), set forth below its name on the signature    
pages hereto (all such Preferred Stock hereinafter referred to as the "Shares");
and                                                                             

        WHEREAS, the Transferee desires to purchase from the
Transferors and the Transferors desire to sell to the Transferee the Shares upon
the terms and for the consideration set forth herein; and                       

               NOW THEREFORE, in consideration of the foregoing and of the
mutual agreements hereinafter set forth, the Transferors and the Transferee     
hereby agree as follows:                                                        

Section 1.        Purchase and Sale of the Shares.                              

               (a) On the terms and subject to the conditions set forth in
this Transfer Agreement, at the Closing (as hereinafter defined) the Transferee,
in reliance upon the representations, warranties and agreements of the          
Transferors contained herein, shall purchase from the Transferors, and the      
Transferors, in reliance on the representations, warranties and agreements of   
the Transferee contained herein, shall sell to the Transferee, the Shares.      
Furthermore, each Transferor also assigns to the Transferee, effective as of the
Closing, all of its rights under the Preferred Stock Purchase Agreement (the    
"Preferred Stock Purchase Agreement") dated as of September 10, 1997 between the
Company and the Transferors.                                                    

               (b) The purchase price to be paid by the Transferee for the
Shares shall be as set forth in Exhibit A hereto. The total purchase price for  
the Shares purchased by the Transferee hereunder shall be referred to as the    
"Purchase Price."                                                               

Section 2.        The Closing.                                                  

               (a) The closing of the purchase and sale of the Shares (the
"Closing") will take place on December 29, 2000 through the Transferor's        
brokerage account with the Transferee as contemplated by that certain trade     
confirmation issued by the Transferee to the Transferor as of December 26, 2000.
The date on which the Closing occurs is referred to herein                      

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as the "Closing Date". At the Closing, the Transferors shall deliver to the     
Transferee certificates representing the Shares, accompanied by such duly       
executed instruments of transfer reasonably satisfactory in form and substance  
to the Transferee and its counsel, as may be necessary to convey good and       
marketable title to the Shares, free and clear of all Encumbrances, other than  
Permitted Encumbrances (as such terms are defined in Section 3(b) below),       
against delivery therefor of the Purchase Price by wire transfer of immediately 
available funds.                                                                

                  (b) At any time or from time to time after the Closing, at the
Transferee's request, the Transferors shall execute and deliver (or cause to be 
executed and delivered, if applicable) to the Transferee such other documents as
may be reasonably requested by the Transferee in order to effectuate the        
transfer of the Shares to the Transferee.                                       

Section 3.        Representations and Warranties of the Transferors.            

                 Each Transferor, severally and not jointly, hereby represents
and warrants to the Transferee as follows:                                      

                (a) Each Transferor has full partnership power and authority
to execute, deliver and perform this Transfer Agreement and the transactions    
contemplated hereby and has taken all action required by law or its             
constitutional documents to authorize the execution and delivery of this        
Transfer Agreement and the consummation of the transactions contemplated hereby.
This Transfer Agreement has been duly and validly executed and delivered by each
Transferor and constitutes the legal, valid and binding obligation of each      
Transferor, enforceable against it in accordance with its terms.                

           (b) In addition to the warranties of a Transferor under
Section 8-108 of the Uniform Commercial Code of the State of New York (whether  
or not the Shares are "certificated securities" as defined in Section 8-102     
thereof), each Transferor has good and marketable title to the Shares set forth 
below the respective names of such Transferor on the signature pages hereto and 
such Shares are owned by such Transferor, and will be transferred to the        
Transferee at the Closing, free of any encumbrances, liens, claims, equities or 
liabilities of every nature (an "Encumbrance"), other than any such Encumbrances
that arise under federal or state securities laws (the "Permitted               
Encumbrances").                                                                 

             (c) The Shares constitute all of the capital stock of the
Company owned of record or beneficially, directly or indirectly, by the         
Transferors, or any of its respective agents, subsidiaries, affiliates or       
controlled persons.                                                             

Section 4.        Representations and Warranties of the Transferee.             

        The Transferee hereby represents and warrants to the
Transferors as follows:                                                         

               (a) The Transferee has full power and authority to execute,
deliver, and perform this Transfer Agreement and the transactions contemplated  
hereby and has taken all action required by law or its constitutional documents 
to authorize the execution and delivery of this Transfer Agreement and the      
consummation of the transactions contemplated hereby. This                      

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Transfer Agreement has been duly and validly executed and delivered by the      
Transferee and constitutes the legal, valid and binding obligation of the       
Transferee, enforceable against it in accordance with its terms.                

           (b) The Transferee is purchasing the Shares for its own
account, not as a nominee or agent, for investment and not with a view to the   
resale or distribution of any part thereof in violation of applicable securities
laws or the Preferred Stock Purchase Agreement, as and to the extent applicable.
The Transferee has no present intention of selling, granting any participation  
in, or otherwise distributing the same.                                         

            (c) The Transferee acknowledges and understands that the
Company has filed for protection and is operating under Chapter 11 of the       
Bankruptcy Code and in that regard is sophisticated in matters relating to      
transactions similar to that contemplated hereby and has received all the       
information it considers necessary or appropriate for deciding whether to       
purchase the Shares. The Transferee has had an opportunity to ask questions and 
receive answers from the Transferors and to obtain additional information       
regarding the terms and conditions of the offering of the Shares and the        
business, properties, prospects and financial condition of the Company.         

                (d) The Transferee is an "accredited investor," as such term
is defined in Regulation D under the Securities Act of 1933, as amended (the    
"Securities Act"). The Transferee acknowledges that it can bear the economic    
risk of its investment in the Shares, and has such knowledge and experience in  
financial or business matters that it is capable of evaluating the merits and   
risks of the investment in the Shares.                                          

      (e) The Transferee understands that the Shares are
characterized as "restricted securities" under the federal securities laws      
inasmuch as they are being acquired from the Transferors in a transaction not   
involving a public offering and that under such laws and applicable regulations 
such securities may be resold without registration under the Securities Act only
in certain limited circumstances and must be held until subsequently registered 
or an exemption from registration is available to the Transferee. In this       
connection, the Transferee represents that it is familiar with Rule 144 under   
the Securities Act, as presently in effect, and understands the resale          
limitations imposed thereby and by the Securities Act.                          

                (f) The Transferee acknowledges and agrees that certificates
representing the Shares will bear legends relating to the matters described     
above in Section 4(e) and relating to the Preferred Stock Purchase Agreement.   

Section 5.        Fees and Expenses; Brokers.                                   

              Except as otherwise expressly provided herein, each of the
parties hereto shall defray its own legal and accounting charges and other      
expenses incident to the execution of this Transfer Agreement and the           
consummation of the transactions contemplated hereby. The Transferee on the one 
hand and the Transferor on the other hand each agree to indemnify and hold      
harmless the other from and against and in respect of any claim for brokerage or
other commissions relative to this Transfer Agreement, or the transactions      
contemplated hereby, based                                                      

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in any way on agreements, arrangements or understandings claimed to have been   
made by the indemnifying party with any third party.                            

Section 6.        Survival, Indemnities, Specific Performance.                  

                 All agreements, representations and warranties, and covenants
contained herein or made in writing by or on behalf of the parties hereto in    
connection with the transactions contemplated hereby shall survive the execution
of this Transfer Agreement and the consummation of such transactions.           

Section 7.        Notices.                                                      

                 All notices, requests, demands and other communications which
any party hereto desires to give to the other party hereto shall be in writing  
and shall be deemed to have been duly given if delivered in person or mailed by 
registered mail, return receipt requested at the following addresses:           

(a)  if to the Transferee, at               

c/o U.S. Bancorp Libra            
 11766 Wilshire Boulevard, Suite 870
Los Angeles, CA 90025             
Attention:  Jess M. Ravich        
Telecopy: (310) 312-5640          

or at such other address as may have been furnished to the Transferors in       
writing;                                                                        

(b) if to Transferors, at                 

Apollo Advisors II, L.P.          
Two Manhattanville Road           
Purchase, NY  10577               
Attention:  Anthony Tortorelli    
Telecopy:  (914) 694-8032         

or at such other address as may have been furnished to the Transferee in        
writing.                                                                        

Section 8.        Miscellaneous.                                                

               This Transfer Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of New York. This Transfer    
Agreement and the further instruments required hereunder embody the entire      
agreement and understanding between the Transferee and the Transferors and      
supersede all prior agreements and understandings, oral and written, relating to
the subject matter hereof, and this Transfer Agreement may not be modified or   
amended or any term or provision hereof waived or discharged, except in writing 
signed by the party against whom such modification, waiver or discharge is      
sought to be enforced. This Transfer Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an original but all of  
which together shall constitute one and the same                                

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instrument. All of the terms of this Transfer Agreement shall be binding upon   
the respective successors and assigns of the parties hereto and shall inure to  
the benefit of and be enforceable by the parties hereto and their respective    
permitted successors and assigns. The headings in this Transfer Agreement are   
for purposes of reference only and shall not limit or otherwise affect the      
meaning hereof.                                                                 

[Remainder of page intentionally left blank]

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       IN WITNESS WHEREOF, the parties hereto have duly caused this Transfer
Agreement to be executed by their duly authorized representatives as of the date
first above written.                                                            

              RAVICH REVOCABLE TRUST OF 1989

      By: /s/ Jess M. Ravich
                      --------------------------------
          Name: Jess M. Ravich
    Title: Trustee

The undersigned hereby agrees to transfer the Shares set forth below:           

 TRANSFEROR:    APOLLO INVESTMENT FUND III, L.P.

       By its General Partner,
         APOLLO ADVISORS II, L.P.,

         By: /s/ Michael D. Weiner
                     -------------------------------
             Name: Michael D. Weiner
           Title: Vice President

SHARES TO BE TRANSFERRED:      74,260 shares  

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The undersigned hereby agrees to transfer the Shares set forth below:           

   TRANSFEROR:    APOLLO OVERSEAS PARTNERS III, L.P.

       By its General Partner,
         Apollo Advisors II, L.P.,

         By: /s/ Michael D. Weiner
                     -------------------------------
             Name: Michael D. Weiner
           Title: Vice President

SHARES TO BE TRANSFERRED:        4,438 shares 

The undersigned hereby agrees to transfer the Shares set forth below:           

TRANSFEROR:    APOLLO (U.K.) PARTNERS, L.P.   

       By its General Partner,
         Apollo Advisors II, L.P.,

          By: /s/  Michael D. Weiner
                     -------------------------------
             Name: Michael D. Weiner
           Title: Vice President

SHARES TO BE TRANSFERRED:     2,743 shares    

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 EXHIBIT A

The aggregate Purchase Price for the Shares shall be Ten Thousand Dollars       
($10,000). The Purchase Price shall be paid pro rata to each Transferor based on
the respective number of Shares being sold.                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		12/29/00		1
		12/26/00		1					4
		9/10/97		1					8-K,  8-K/A
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