North Face Inc – ‘PREM14C’ on 6/14/00

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Preliminary Proxy Information Statement — Merger or Acquisition   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14C     Preliminary Proxy Information Statement -- Merger     37    187K 
                          or Acquisition                                         
 2: EX-99.D.1   Agreement and Plan of Merger                          46    237K 

PREM14C   —   Preliminary Proxy Information Statement — Merger or Acquisition
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------- 

SCHEDULE 14C
(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT 
SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) 
of the Securities Exchange Act of 1934

Check the appropriate box:                                                      
[x]  Preliminary Information Statement                                          
[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14c-5(d)(2))                                                     
[ ]  Definitive Information Statement                                           

The North Face, Inc.
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box): [ ] No fee required.         
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.       
     (1)  Title of each class of securities to which transaction applies: Common
Stock, $0.0025 par value per share                          

     (2)  Aggregate number of securities to which transaction applies: 2,297,252

(3)  Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
    filing fee is calculated and state how it was determined): $2.00

(4)  Proposed maximum aggregate value of transaction: $4,594,504      

(5)  Total fee paid: $918*                                            

[ ]  Fee paid previously with preliminary materials                             

[x]  Check box if any part of the fee is offset as provided by Exchange Act     
  Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
 paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           

(1)  Amount Previously Paid: $5,102                                   
(2)  Form, Schedule or Registration Statement No.: Schedule TO        
(3)  Filing Party: V.F. Corporation and Sequoia Acquisition, Inc.     
(4)  Date Filed: April 19, 2000                                       
-------------                                                                   
 * This amount is completely offset by the $5,102 fee previously paid in
connection with the filing of the Schedule TO by V.F. Corporation and Sequoia   
Acquisition, Inc. on April 19, 2000, in connection with the first step of the   
transactions of which the merger that is the subject of this information        
statement is a part.                                                            

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[LOGO]

THE NORTH FACE, INC.
2013 Farallon Drive 
San Leandro, California 94577 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD JULY [ ], 2000 

                                                    June [   ], 2000

To the Stockholders of The North Face, Inc.:                                    

    We will hold a special meeting of our stockholders on July [ ], 2000 at 10
a.m., local time, at [Address of meeting].                                      

As described in the enclosed information statement, at the special    
meeting, you will:                                                              

1.   Consider and vote upon a proposal to approve and adopt a merger  
agreement dated as of April 7, 2000, by and among The North Face, VF            
Corporation, and a wholly-owned subsidiary of VF, providing for, among other    
things, the merger of VF's subsidiary with and into The North Face. Following   
the merger, The North Face will continue as the surviving corporation and will  
become a wholly-owned subsidiary of VF; and                                     

   2.   Transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.                                     

 The North Face board of directors has approved the merger agreement and
the merger.                                                                     

    The merger will constitute the second and final step of the acquisition of
The North Face by VF. The first step was a tender offer commenced by VF through 
VF's subsidiary on April 19, 2000 for all of the outstanding shares of common   
stock, par value $0.0025 per share, of The North Face at a purchase price of    
$2.00 per share, net to the seller in cash. The offer expired on May 23, 2000,  
and VF's subsidiary purchased 10,459,977 shares (representing approximately 82% 
of the shares outstanding on such date).                                        

   Upon the completion of the merger, all shares (other than shares owned by
VF or any of its affiliates, shares held by The North Face as treasury stock,   
or shares held by any stockholders of The North Face who have properly          
exercised appraisal rights), will be converted into the right to receive $2.00  
per share in cash, without interest thereon. VF currently anticipates that the  
merger will be completed in July 2000, or as promptly as practicable            
thereafter.                                                                     

   Holders of record of The North Face common stock at the close of business
on [ ], 2000 will be entitled to vote at the special meeting or any adjournment 
or postponement. As of the record date, VF and its affiliates own an aggregate  
of 10,459,977 shares, representing approximately 82% of all shares outstanding  
on that date. The approval of the holders of a majority of all outstanding      
shares is sufficient to approve and adopt the merger agreement and the merger.  
Therefore, VF can cause the merger to occur without the affirmative vote of any 
other stockholder. VF is obligated to vote all shares it owns by it in favor of 
approving and adopting the merger agreement.                                    

   If the merger is completed, holders of shares who do not vote in favor of
approval and adoption of the merger agreement and who otherwise comply with the 
requirements of Section 262 of the General Corporation Law of the State of      
Delaware (a copy of which can be found in Annex B of the attached information   
statement) will be entitled to receive such consideration as may be determined  
to be due under such provisions.                                                

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Please read the attached information statement carefully. We are not  
asking you for a proxy and you are requested not to send a proxy.               

   Please do not send in your share certificates at this time. If the merger
is consummated, you will be sent a letter of transmittal for that purpose as    
soon as reasonably practicable thereafter.                                      

                                       By Order of The North Face Board,

         /s/
                                           -------------------------------------
            [Name]
                             [Chairman of the Board]

San Leandro, California                                                         
June [   ], 2000                                                                

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THE NORTH FACE, INC.
2013 Farallon Drive 
San Leandro, California 94577 

INFORMATION STATEMENT 

SPECIAL MEETING OF STOCKHOLDERS 
TO BE HELD JULY [ ], 2000 

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED 
NOT TO SEND US A PROXY

This information statement is being furnished to the holders of common
stock of The North Face, Inc., a Delaware corporation in connection with the    
special meeting of stockholders of The North Face to be held on July [ ], 2000  
at 10 a.m., local time, at [address of meeting], for the following purposes:    

   1.   To consider and vote upon a proposal to approve and adopt the merger
agreement, dated April 7, 2000, among The North Face, VF Corporation and a      
subsidiary of VF, and the merger, as described in this information statement;   
and                                                                             

2.   To transact such other business as may properly come before the  
meeting or any adjournment or postponement.                                     

        The merger is the second step VF's two-part acquisition of The North
Face. The first step was a tender offer commenced by a subsidiary of VF on      
April 19, 2000, for all of the outstanding shares of The North Face at a        
purchase price of $2.00 per share, net to the seller in cash. Pursuant to the   
offer, which expired on May 23, 2000, VF's subsidiary purchased 10,459,977      
shares (representing approximately 82% of the shares outstanding on such date). 

   Holders of record of The North Face common stock at the close of business
on [ ], 2000 will be entitled to vote at the special meeting or any adjournment 
or postponement.                                                                

    VF can cause the merger to occur without the affirmative vote of any other
holder of shares. VF has agreed pursuant to the merger agreement to vote all    
shares it beneficially owns in favor of approval and adoption of the merger     
agreement.                                                                      

 Please do not send any certificates for your stock at this time. Please
read this information statement carefully.                                      

 THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR      
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION 
CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.     

   Information Statement dated [                ], 2000, and first mailed to
stockholders on [                ], 2000.                                       

(                                                                               
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----------------------- 

TABLE OF CONTENTS 

----------------------- 

                                                                            Page
                                                                            ----

Summary Term Sheet.............................................................6
The Special Meeting............................................................9
     Time, place, date.........................................................9
     Purpose of the special meeting............................................9
     Record date; Quorum; Outstanding shares entitled to vote..................9
     Vote required.............................................................9
     Surrender of certificates and payment procedures.........................10
The Merger....................................................................10
     Background of the offer and the merger...................................10
     Recommendation and reasons of The North Face board.......................12
     Opinion of financial advisor to The North Face board.....................14
     Purpose and structure of the merger; Reasons of VF for the merger........14
     Plans for The North Face after the merger................................15
     Merger agreement.........................................................15
     Delisting of The North Face shares following the merger..................19
     Regulatory approvals.....................................................20
     Financing of the offer and the merger....................................20
Interests of Certain Persons in the Merger....................................20
Certain United States Federal Income Tax Consequences.........................21
Appraisal Rights..............................................................22
Certain Information Concerning The North Face and the Shares..................23
Certain Information Concerning VF and VF's Subsidiary.........................24
Ownership of Shares...........................................................24
Additional and Available Information..........................................25
Other Matters ................................................................26
Annex A--Opinion of Deutsche Bank Securities, Inc. dated April 7, 2000.......A-1
Annex B--Section 262 of the General Corporation Law of the State of Delaware    
            Relating to Appraisal Rights.....................................B-1
Annex C -The Merger Agreement................................................C-1

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Summary Term Sheet

 The merger of a wholly owned subsidiary of VF Corporation with and into
The North Face, Inc. will constitute the second and final step of the           
acquisition of The North Face by VF. The first step was a tender offer          
commenced by VF through its subsidiary on April, 19, 2000, for all of the       
outstanding shares of The North Face for $2.00 per share, net to the seller in  
cash. Pursuant to the offer, which expired on May 23, 2000, VF's subsidiary     
purchased 10,459,977 shares representing approximately 82% of the shares        
outstanding on the record date. The following are some questions you, as a      
stockholder of The North Face, may have and the answers to those questions. We  
urge you to carefully read the remainder of this information statement because  
the information provided in this summary is not complete and additional         
important information is contained in the remainder of this information         
statement. Stockholders are urged to read this information statement and the    
annexes in their entirety.                                                      

When and where is the special meeting?                                          

 The North Face will hold a special meeting of stockholders on July [ ],
2000, at 10 a.m., local time, at [address of meeting]. See "The Special         
Meeting."                                                                       

Is my vote required to approve the merger?                                      

    No. The affirmative vote of a majority of the votes entitled to be cast by
the holders of all outstanding shares as of the record date will be required to 
approve and adopt the merger agreement. VF has agreed to vote all of the shares 
it owns in favor of the approval and adoption of the merger agreement. Because  
VF and its affiliates own approximately 82% of the outstanding shares on the    
record date, approval and adoption of the merger agreement is assured without   
the vote of any other stockholder. You are not being asked for a proxy and you  
are requested not to send one. If you wish to vote your shares, you may do so   
only by attending the special meeting.                                          
See "The Special Meeting."                                                      

Who are the parties to the transaction?                                         

    VF is a Pennsylvania corporation with its principal offices located at 628
Green Valley Road, Suite 500, Greensboro, NC 27408. VF is principally engaged   
in the design, manufacture and marketing of branded jeanswear, intimate         
apparel, children's playwear, occupational apparel, knitwear and other apparel. 
See "Certain Information Concerning VF and VF's Subsidiary."                    

VF's wholly owned subsidiary is a Delaware corporation incorporated on
March 30, 2000. It has not carried on any activities other than those incident  
to its formation, the execution and delivery of the merger agreement and the    
commencement of, and purchase of shares pursuant to, the offer. Its principal   
offices are located at 628 Green Valley Road, Suite 500, Greensboro, NC 27408.  
See "Certain Information Concerning VF and VF's Subsidiary."                    

The North Face is a Delaware corporation with its principal offices   
located at 2013 Farallon Drive, San Leandro, California 94577. The North Face,  
together with its consolidated subsidiaries, designs and distributes            
technically sophisticated outerwear, snow sports gear, functional sportswear,   
tents, sleeping bags, backpacks, day packs, accessories and rugged footwear     
under The North Face name. See "Certain Information Concerning The North Face   
and the Shares."                                                                

What will I receive in exchange for my shares of The North Face?                

    Upon consummation of the merger, all shares (other than shares owned by VF
or any of its affiliates, shares held by The North Face as treasury stock, or   
shares held by any stockholders of The North Face who have properly exercised   
appraisal rights), will be converted into the right to receive $2.00 per share, 
net to the seller in cash, without interest thereon. See "The Merger--Merger    
agreement."                                                                     

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Is there an agreement governing the merger?                                     

    Yes. VF, its subsidiary and The North Face entered into a merger agreement
dated as of April 7, 2000. The merger agreement provides, among other things,   
for the terms and conditions of the offer and the merger of VF's subsidiary     
into The North Face following the offer. See "The Merger--Purpose and structure 
of the merger; Reasons of VF for the merger".                                   

What does The North Face board of directors think of the merger?                

 The North Face board recommends that its stockholders approve and adopt
the merger agreement and the merger. See "The Merger-- Recommendation and       
reasons of The North Face board."                                               

   In reaching its decision to approve and adopt the merger agreement and to
recommend that The North Face stockholders approve and adopt the merger         
agreement, The North Face board considered a number of factors. See "The        
Merger-- Recommendation and reasons of The North Face board."                   

Did The North Face board receive an opinion from its financial advisor?         

 Yes. Deutsche Bank Securities Inc., The North Face's financial advisor,
delivered to The North Face board its written opinion dated as of April 7,      
2000, that, as of the date of such opinion, the cash consideration to be        
received by the holders of The North Face shares in the offer and the merger is 
fair from a financial point of view to The North Face stockholders (other than  
VF and its affiliates). A copy of the full text of the written opinion of       
Deutsche Bank, which sets forth, among other things, the opinion expressed,     
assumptions made, procedures followed, matters considered, and limitations of   
review undertaken in connection with the opinion, is attached to this           
information statement as Annex A and should be read in its entirety. See "The   
Merger--Opinion of financial advisor to The North Face board" and Annex A.      

When do the companies expect to complete the merger?                            

VF expects to complete the merger in July 2000, or as promptly as     
practicable thereafter. The merger shall become effective at such time as the   
merger is approved by the stockholders of The North Face as of the record date  
and the Articles of Merger are duly filed with the Secretary of State of the    
State of Delaware. See "The Merger."                                            

Can the merger agreement be terminated?                                         

The merger agreement may be terminated by either VF or The North Face 
under certain circumstances. See "The Merger--Merger agreement."                

Is VF's financial condition relevant?                                           

    We do not believe VF's financial condition is relevant because the form of
payment consists solely of cash and VF has advised us that funding will be      
readily obtainable.                                                             

What will happen to The North Face after the merger is consummated?             

After consummation of the merger, The North Face will become a wholly 
owned subsidiary of VF and the former holders of The North Face shares will no  
longer possess any interest in The North Face. Promptly upon consummation of    
the merger, The North Face will terminate the registration of the shares under  
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange    
Act"). In addition, upon termination of the registration of the shares under    
the Exchange Act, the shares will no longer be eligible for inclusion in the    
Nasdaq National Market System. See "The Merger--Delisting of The North Face     
shares following the merger."                                                   

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Do any existing or former members of The North Face's management or board of    
directors have interests in the merger other than as stockholders of The North  
Face?                                                                           

 Yes. Certain existing and former members of The North Face's management
and board (as well as employees of The North Face) have interests in the merger 
other than as stockholders relating to, among other things, (i) the exchange of 
outstanding options for a cash payment and (ii) the terms of employment         
agreements between The North Face and certain members of management, providing  
for cash payments and other benefits upon termination of employment. See        
"Interests of Certain Persons in the Merger."                                   

Should I send in my stock certificates now?                                     

    No. A letter of transmittal for use in surrendering share certificates and
obtaining payment for surrendered The North Face shares will be mailed to       
stockholders promptly following the effective time of the merger. See "The      
Merger." Certificates representing The North Face shares should not be sent in  
until you receive the letter of transmittal and accompanying instructions, and  
then should be surrendered only in accordance with such instructions.           

Will I have to pay taxes on the consideration I receive for my shares in the    
merger?                                                                         

    The receipt of cash by a The North Face stockholder pursuant to the merger
will be a taxable transaction for United States federal income tax purposes and 
may also be taxable under applicable state, local and foreign tax laws. See     
"Certain United States Federal Income Tax Consequences." All stockholders are   
urged to consult their own tax advisors.                                        

Are any regulatory approvals required?                                          

    VF filed the required Premerger Notification and Report Forms with respect
to the offer and the merger with the Antitrust Division of the Department of    
Justice and the Federal Trade Commission on April 27, 2000. The applicable      
waiting period expired on May 12, 2000. See "The Merger--Regulatory approvals." 

   The North Face and VF believe that there are no other material regulatory
or governmental approvals required in order for the merger to be consummated.   

Can I exercise appraisal rights?                                                

Stockholders of The North Face are entitled to appraisal rights under 
Section 262 of the General Corporation Law of the State of Delaware as to       
shares owned by them. A summary description of Section 262 is set forth in      
"Appraisal Rights" and Section 262 is reprinted in its entirety as Annex B to   
this information statement. All references in "Appraisal Rights" and Section    
262 to a "stockholder" are to the record holder of the shares as to which       
appraisal rights are asserted. A person having a beneficial interest in shares  
that are held of record in the name of another person, such as a broker or      
nominee, must act promptly to cause the record holder to follow the steps set   
forth in Section 262 properly and in a timely manner to perfect whatever        
appraisal rights the beneficial owner may have.                                 

For more information regarding appraisal rights, see Annex B. Annex B 
should be reviewed carefully by any stockholder who wishes to exercise          
statutory appraisal rights or who wishes to preserve the right to do so because 
failure to comply strictly with the procedures set forth in Annex B may result  
in the loss of appraisal rights.                                                

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The Special Meeting 

Time, place, date                                                               

This information statement is being furnished to the holders of       
outstanding shares of The North Face in connection with the special meeting to  
be held on July [ ], 2000, at 10 a.m., local time, at the [address of meeting], 
including any adjournments or postponements thereof .                           

Purpose of the special meeting                                                  

  At the special meeting, stockholders of The North Face will consider and
vote upon a proposal to approve and adopt the merger agreement, dated as of     
April 7, 2000, among The North Face, VF and a wholly owned subsidiary of VF,    
pursuant to which VF's subsidiary will be merged with and into The North Face   
with The North Face as the surviving corporation at and after the effective     
time of the merger. The merger agreement is attached as Annex C to this         
information statement. Stockholders will also consider such other business as   
may properly come before the meeting.                                           

Record date; Quorum; Outstanding shares entitled to vote                        

The record date for the special meeting has been fixed as the close of
business on [ ], 2000. Only holders of record of shares on the record date are  
entitled to vote at the special meeting. Holders of shares on the record date   
are entitled to one vote on matters properly presented at the special meeting   
for each share held.                                                            

On the record date, there were [ ] shares outstanding. The outstanding
shares were held of record by approximately [ ] registered holders. The         
presence in person of holders of a majority of the shares entitled to vote will 
constitute a quorum for the transaction of business at the special meeting.     
Because the shares owned by VF and its affiliates will be represented at the    
special meeting, a quorum will be present, even if no other stockholders are    
present.                                                                        

Vote required                                                                   

Pursuant to Delaware law, the merger agreement must be approved and   
adopted by the affirmative vote of the holders of a majority of the total       
number of outstanding shares. Abstentions of shares that are present at the     
special meeting and broker non-votes will each have the same effect as a vote   
against approval and adoption of the merger agreement. Pursuant to the merger   
agreement, VF and its affiliates are required to vote their shares for approval 
and adoption of the merger agreement. As of the record date, VF and its         
affiliates beneficially own 10,459,977 shares (approximately 82% of all         
outstanding shares). Because the approval of the holders of a majority of all   
outstanding shares is sufficient to approve and adopt the merger agreement, VF  
can cause the merger to occur without the affirmative vote of any other         
stockholder. You are not being asked for a proxy and you are requested not to   
send one. If you wish to vote your shares, you may do so only by attending the  
special meeting in person.                                                      

  A stockholder who wishes to exercise appraisal rights under Delaware law
must not vote his or her shares in favor of the approval and adoption of the    
merger agreement. An abstention or broker non-vote will not constitute a waiver 
of a stockholder's appraisal rights, but also shall not constitute the written  
notice of intent to exercise appraisal rights required under Section 262 of     
Delaware law. See "Appraisal Rights" and Annex B.                               

Surrender of certificates and payment procedures                                

    As soon as practicable after the effective time, American Stock Transfer &
Trust Company, the paying agent, will mail to each record holder of a           
certificate representing an outstanding share a letter of transmittal and       
instructions for effecting the surrender of such certificate. Upon surrender to 
the paying agent of a certificate representing a share, together with a duly    
executed letter of transmittal and such other documents as may reasonably be    
required by the paying agent, the holder of such certificate shall be entitled  
to receive $2.00 per share in cash, without interest thereon. Until surrendered 
in accordance with the foregoing instructions, each certificate                 

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representing a share will represent for all purposes only the right to receive  
$2.00 per share in cash, without interest thereon.                              

    You should not send your share certificates to the paying agent now. Share
certificates should be sent to the paying agent only pursuant to instructions   
set forth in the letter of transmittal which will be mailed to you as soon as   
practicable after the effective time. In all cases, the merger consideration    
will be provided only in accordance with the procedures set forth in this       
information statement, the merger agreement and the letter of transmittal.      

  Any merger consideration made available to the paying agent that remains
unclaimed by stockholders for six months after the effective time will be       
delivered to The North Face and any stockholders who have not surrendered their 
certificates prior to that time must look to The North Face for payment of      
their claim for merger consideration.                                           

 Any questions concerning payment procedures and requests for letters of
transmittal may be addressed to the paying agent at 1-800-937-5449 (toll free). 

The Merger

Background of the offer and the merger                                          

     Certain contacts and negotiations between VF and The North Face relating to
the offer and merger                                                            

VF continually reviews possible strategic initiatives that might      
complement its existing business. In late October 1999, VF's financial advisor, 
Salomon Smith Barney Inc. expressed, on VF's behalf, VF's interest in a         
possible acquisition of The North Face on mutually agreed upon terms to         
Deutsche Bank Securities Inc., The North Face's financial advisor. Deutsche     
Bank informed Salomon Smith Barney that The North Face was not then interested  
in entering into discussions regarding a potential acquisition.                 

    On December 1, 1999, Mr. Mackey J. McDonald, chairman, president and chief
executive officer of VF wrote a letter addressed to Mr. Robert P. Bunje,        
chairman of The North Face, and Mr. Geoffrey D. Lurie, chief executive officer  
of The North Face. The letter stated that VF remained interested in discussing  
a possible acquisition of The North Face by VF. After Mr. Lurie received the    
letter, Mr. McDonald and Mr. Lurie had a telephone conversation discussing the  
letter during which Mr. Lurie again stated that The North Face was not          
interested in entering into discussions regarding a possible acquisition.       

    In early January 2000, Mr. Lurie told Mr. McDonald that The North Face was
interested in pursuing strategic alternatives and that Deutsche Bank would      
contact VF regarding the process. Shortly thereafter, VF received a draft       
confidentiality agreement. The North Face and VF entered into a confidentiality 
agreement dated as of January 20, 2000.                                         

     In early February, 2000, representatives of VF and Davis Polk & Wardwell,
counsel to VF, conducted due diligence at a data room established by The North  
Face. At such time, representatives of VF attended an information session with  
The North Face representatives. Following this initial due diligence through    
the execution of the merger agreement, VF and its advisors conducted further    
due diligence with respect to The North Face and were in contact with The North 
Face and its advisors in relation thereto.                                      

On March 5, 2000, VF (along with other bidders) received a bid      
solicitation, including a draft merger agreement from Deutsche Bank. On March   
20, 2000, VF submitted its proposal to acquire The North Face, including a      
proposed mark-up of the merger agreement. The proposal was subject to various   
conditions, including a commitment to negotiate exclusively with VF, the        
approval of VF's board of directors, additional due diligence and execution of  
a mutually acceptable definitive agreement.                                     

   In the days that followed, representatives of The North Face and VF spoke
on several occasions regarding the draft merger agreement and the satisfaction  
of certain conditions contained in VF's bid. On March 23, 2000,                 

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Deutsche Bank requested that VF submit a letter confirming its bid and remove   
any conditions to proceeding with a transaction which had been satisfied. On    
March 27, 2000, VF delivered a letter together with a revised markup of the     
draft merger agreement confirming its willingness to proceed with negotiations  
subject to such negotiations being conducted on an exclusive basis.             

 On March 28, 2000, counsel to The North Face advised counsel to VF that
The North Face would negotiate with VF on an exclusive basis through March 31,  
2000. In addition, counsel discussed the open issues in the draft merger        
agreement.                                                                      

    On March 28, 2000, counsel to The North Face distributed a revised draft
merger agreement. On March 29, 2000, counsel to The North Face distributed      
draft disclosure schedules.                                                     

   From March 29, 2000, through April 7, 2000, representatives of VF and The
North Face continued to negotiate and revise the draft merger agreement. In the 
course of discussions among the parties during this period, The North Face      
disclosed to VF that The North Face would be required to pay the banks party to 
The North Face loan agreement $3.5 million, among other fees, upon consummation 
of the transactions contemplated by the draft merger agreement. On April 4,     
2000, VF advised The North Face that a condition to its willingness to proceed  
with negotiations was that the banks agree to waive the $3.5 million fee. On    
April 6, 2000, after discussions with The North Face, the banks agreed to       
reduce the fee to $876,000 in the case of a transaction with VF. Counsel for    
The North Face informed VF of their agreement with the banks.                   

On the afternoon of April 6, 2000, VF was informed that the board of  
directors of The North Face was going to meet that evening to decide whether to 
proceed with the transaction by authorizing The North Face to enter into a      
definitive agreement and plan of merger. On April 7, 2000, VF was informed that 
The North Face board had decided to proceed with the transaction on the basis   
of the draft merger agreement presented to the board on April 6, 2000. On April 
7, 2000, VF, VF's subsidiary and The North Face executed the merger agreement.  

    After executing the merger agreement, VF issued a press release announcing
the execution of the merger agreement and the offer and the merger contemplated 
thereby.                                                                        

On April 10, 2000, representatives of The North Face informed       
representatives of VF that The North Face had received a letter from a third    
party expressing its interest in a possible acquisition of The North Face. This 
letter contained no specific offer, set forth no specific price and was subject 
to further due diligence. Representatives of VF expressed to The North Face     
their view that if The North Face entered into negotiations with the third      
party based upon the letter received from such third party, such action would   
constitute a breach of the merger agreement. The North Face board met on April  
11, 2000, and determined not to pursue negotiations with the third party.       

On April 12, 2000, Mr. Lurie requested a letter from VF stating VF's  
intention with respect to the repayment of The North Face's obligations under   
its loan agreement. On April 13, 2000, VF wrote a letter to The North Face      
confirming that if the offer was consummated successfully, VF agreed (i) for    
the period prior to the merger to use its best efforts to cause and (ii) after  
the effective time to cause, The North Face to comply with its repayment        
obligations under The North Face's loan agreement.                              

VF's subsidiary commenced the offer on April 19, 2000. Pursuant to the
offer, which expired on May 23, 2000, VF's subsidiary purchased 10,459,776      
shares (representing approximately 82% of the shares outstanding on such date). 
Shortly thereafter, Messrs. Geoffrey D. Lurie, Karl Heinz Salzburger and        
William N. Simon resigned from The North Face board and Messrs. Mackey J.       
McDonald and Robert K. Shearer and Ms. Candace S. Cummings were elected as      
directors of The North Face.                                                    

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Recommendation and reasons of The North Face board                              

Recommendation of The North Face board                                

The North Face board has (i) unanimously determined that each of the  
merger agreement, the offer and the merger is fair to, and in the best          
interests of, the stockholders of The North Face, (ii) duly approved the merger 
agreement and the transactions contemplated thereby, including the offer and    
the merger, and (iii) subject to the terms and conditions of the merger         
agreement, resolved to recommend that the stockholders of The North Face accept 
the offer and tender their shares pursuant to the offer, and approve and adopt  
the merger agreement and the merger.                                            

Reasons for the recommendation of The North Face board                

In reaching the determination and recommendation described above, The 
North Face board considered a number of factors, including, among other things, 
the following:                                                                  

    (1) The North Face had incurred a pre-tax loss of $97,938,000 in 1999, and
The North Face's auditors planned to express a qualification in their report on 
The North Face's financial statements for 1999, indicating substantial doubt    
regarding The North Face's viability as a "going concern".                      

    (2) The North Face had not been able to obtain additional capital, and, in
addition, The North Face had no prospects for replacing its bank credit         
facility, which was scheduled to expire April 15, 2000. The North Face's        
lenders had indicated that they did not intend to extend the facility further.  
In the absence of such an extension, The North Face would be required to        
consider bankruptcy proceedings.                                                

 (3) If The North Face were liquidated on an expedited basis, management
believed it was highly unlikely that stockholders would receive much, if any,   
value for their shares.                                                         

   (4) The North Face's stock price, which had been declining, declined from
$3.69 on April 5, 2000, to $1.22 on April 6, 2000, after The North Face         
publicly announced that The North Face's auditors were expected to express a    
qualification in their report on The North Face's 1999 financial statements,    
indicating substantial doubt regarding The North Face's viability as a "going   
concern", and that, although The North Face was continuing to explore various   
alternatives, such alternatives involved payment to stockholders materially     
less than the then current market price of the shares and that there was no     
assurance that the alternatives being considered would be consummated and, if   
no such alternative were consummated, that the board would be required to       
consider seeking protection under Chapter 11 of the Bankruptcy Code.            

(5) Notwithstanding the fact that The North Face's worsening financial
condition was widely known and that it was widely known that The North Face was 
actively seeking to be acquired, no other potential buyer made a definitive     
proposal to complete a transaction, and no other potential buyer made a         
proposal that could reasonably be expected to provide stockholders with any     
payment.                                                                        

 (6) The fact that The North Face board, in exercising its duty of care,
had considered a variety of alternatives to a sale over a long period.          

   (7) The financial and other terms and conditions of the offer, the merger
and the merger agreement.                                                       

(8) The experience, reputation and financial condition of VF and VF's 
knowledge about The North Face's industry.                                      

  (9) The presentation made to The North Face's board by Deutsche Bank and
the written opinion dated April 7, 2000, of Deutsche Bank addressed to The      
North Face board that stated that, as of the date of such opinion, the $2.00    
per share, net to the seller in cash, to be received by the stockholders        
pursuant to the offer and the merger is fair to The North Face stockholders     
from a financial point of view.                                                 

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 (10) The likelihood that the proposed acquisition would be consummated,
including the fact that few regulatory approvals are required to consummate the 
offer and the merger and the likelihood of obtaining those regulatory           
approvals, as well as the likelihood of satisfying the other conditions to the  
offer and the merger, and the risks to The North Face if the acquisition were   
not consummated.                                                                

   (11) The fact that the obligations of VF and its subsidiary to consummate
the transactions pursuant to the merger agreement were not conditioned upon     
financing.                                                                      

   (12) The fact that, under the merger agreement, The North Face has agreed
that it and its subsidiaries will not, and will use their respective best       
efforts to ensure that their respective officers, directors, employees or other 
agents will not, directly or indirectly,                                        

       (i)    initiate, solicit or knowingly encourage or knowingly take
                any action to facilitate the making of any offer or proposal
          that constitutes or is reasonably likely to lead to an
acquisition proposal;                       

    (ii)    enter into any agreement with respect to any acquisition
proposal;                                   

    (iii)    in the event of any unsolicited acquisition proposal, (x)
               grant any waiver or release under any standstill or similar
                agreement to which The North Face or any of its subsidiaries
               is a party in effect on the date of the merger agreement or
                (y) engage in negotiations with, or disclose any non- public
         information relating to, The North Face or any of its
              subsidiaries, or afford access to the properties, books or
               records of The North Face or any of its subsidiaries to any
          person that may be considering making, or has made, an
             acquisition proposal. The North Face has agreed to notify
           VF's subsidiary promptly, but in no event later than 24
           hours, after receipt of any acquisition proposal or any
                 request for non-public information relating to The North Face
               or any of its subsidiaries or for access to the properties,
                 books or records of The North Face or any of its subsidiaries
                 by any person that may be considering making, or has made, an
acquisition proposal.                       

  (13) The fact that, if The North Face board decides to accept a superior
proposal from a third party, The North Face board may terminate the merger      
agreement prior to the consummation of the offer and pay VF a cash termination  
fee of $5 million plus the amount of reasonable out-of-pocket fees and expenses 
incurred by VF in connection with the transactions contemplated by the merger   
agreement. Such payment must be made, but only if a third party acquisition     
occurs within 12 months after termination of the merger agreement.              

   The foregoing discussion of certain information and factors considered by
The North Face board is not meant to be exhaustive, but summarizes the material 
factors The North Face board considered. The North Face board did not quantify  
or attach any particular weight to the various factors, or determine that any   
particular factors were of primary importance. Rather, The North Face board     
made its determination that the merger agreement and the offer are fair to, and 
in the best interests of, The North Face and its stockholders based on the      
totality of the information presented to and considered by The North Face       
board. Individual members of The North Face board may have given different      
weight to these different factors.                                              

 The full text of Deutsche Bank's written opinion discussed in paragraph
(9) above, which sets forth, among other things, the assumptions made, matters  
considered and limitations in the review undertaken by Deutsche Bank in         
connection with the opinion, is attached hereto as Annex A and is incorporated  
herein by reference. Stockholders are urged to read the Deutsche Bank opinion   
carefully and in its entirety. The summary of the opinion of Deutsche Bank in   
this information statement is qualified in its entirety by reference to the     
full text of such opinion as attached hereto as Annex A.                        

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Certain projections for The North Face                                

   During the course of discussions between VF and The North Face, The North
Face provided VF with certain financial projections for The North Face for      
2000.                                                                           

  These projections were not prepared with a view to the public disclosure
or compliance with published guidelines of the SEC or the guidelines            
established by the American Institute of Certified Public Accountants regarding 
projections, and are included in this information statement only because The    
North Face provided them to VF. Neither VF nor its financial advisors, assumes  
any responsibility for the accuracy of these projections. While presented with  
numerical specificity, these projections are based upon a variety of            
assumptions relating to the businesses of The North Face, which may not be      
realized and are subject to significant uncertainties and contingencies, many   
of which are beyond the control of The North Face. There can be no assurance    
that the projections will be realized, and actual results may vary materially   
from those shown.                                                               

Set forth below is a summary of the projections provided by The North 
Face. The projections should be read together with the financial statements     
contained in The North Face's filings with the SEC.                             

                                                                  2000
                                                                  ------------
Revenues...........................................................$284,923,000 
Operating Income....................................................$11,414,000 
Net (Loss).......................................................... .$(272,000)
(Loss) per share (on a fully diluted basis)........................... ...$(.02)

Opinion of financial advisor to The North Face board                            

   On January 10, 2000 The North Face board retained Deutsche Bank to act as
its financial advisor in connection with the possible sale of The North Face    
and, if requested, to render an opinion to The North Face board as to the       
fairness, from a financial point of view, of the merger consideration.          

 On April 6, 2000, at a meeting of The North Face board held to evaluate
the proposed merger, representatives from Deutsche Bank rendered to The North   
Face board an oral opinion, subsequently confirmed by delivery of a written     
opinion dated April 7, 2000, to the effect that, as of such date and based on   
and subject to the assumptions made, matters considered and limitations set     
forth in such opinion and summarized below, the merger consideration was fair,  
from a financial point of view, to the stockholders of The North Face (other    
than VF and its affiliates).                                                    

The full text of Deutsche Bank's written opinion dated April 7, 2000, 
which sets forth, among other things, the assumptions made, matters considered  
and limitations on the review undertaken by Deutsche Bank in connection with    
the opinion, is attached as Annex A to this information statement and is        
incorporated herein by reference. Deutsche Bank's opinion is directed only to   
The North Face board, addresses only the fairness of the merger consideration,  
from a financial point of view, to the stockholders of The North Face (other    
than VF and its affiliates), and does not constitute a recommendation to any    
stockholder to approve, or to tender their shares pursuant to, the merger.      
Stockholders of The North Face are urged to read the opinion carefully and in   
its entirety. The summary of the opinion of Deutsche Bank in this information   
statement is qualified in its entirety by reference to the full text of such    
opinion.                                                                        

   In connection with Deutsche Bank's role as financial advisor to The North
Face, and in arriving at its opinion, Deutsche Bank:                            

  o    reviewed certain publicly available financial information and other
     information concerning The North Face and VF and certain internal
     analyses and other information furnished to it by The North Face;

  o    held discussions with members of the senior management of The North
Face regarding the business and prospects of The North Face;

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o    attended meetings between The North Face and its group of bank   
lenders;                                                    

   o    reviewed the reported prices and trading activity for The North Face
common stock;                                               

    o    compared certain financial and stock market information for The North
   Face with similar information for certain other companies whose
securities are publicly traded;                             

   o    reviewed the financial terms of certain recent business combinations
which it deemed comparable in whole or in part;             

   o    reviewed a liquidation plan for The North Face which was prepared by
The North Face management;                                  

o    reviewed the terms of the merger agreement and certain related   
documents; and                                              

  o    performed such other studies and analyses and considered such other
factors as it deemed appropriate.                           

   In preparing its opinion, Deutsche Bank did not assume responsibility for
independent verification of, and did not independently verify, any information, 
whether publicly available or furnished to it, concerning The North Face or VF, 
including, without limitation, any financial information considered in          
connection with the rendering of its opinion. Accordingly, for purposes of its  
opinion, Deutsche Bank assumed and relied on the accuracy and completeness of   
all such information and did not conduct a physical inspection of any of the    
properties or assets of The North Face or VF, and did not prepare or obtain any 
independent evaluation or appraisal of any of the assets or liabilities of The  
North Face or VF.                                                               

With respect to the current fiscal year financial forecasts and       
projections made available to Deutsche Bank by The North Face management and    
used in its analyses, Deutsche Bank assumed that such current fiscal year       
financial forecasts and projections have been reasonably prepared on bases      
reflecting the best currently available estimates and judgments of the          
management of The North Face, as to the matters covered thereby. In rendering   
this opinion, Deutsche Bank expressed no view as to the reasonableness of such  
current fiscal year forecasts and projections or the assumptions on which they  
are based.                                                                      

Deutsche Bank's opinion was necessarily based on economic, market and 
other conditions as in effect on, and the information made available to it, as  
of the date of the opinion. Although subsequent developments may affect its     
opinion, Deutsche Bank has assumed no obligation to update, revise or reaffirm  
its opinion.                                                                    

For purposes of rendering its opinion and based on the consent of The 
North Face's board of directors, Deutsche Bank assumed that, in all respects    
material to its analysis:                                                       

o    the representations and warranties of The North Face, VF and VF's
      subsidiary contained in the merger agreement are true and correct;

  o    The North Face, VF and VF's subsidiary will each perform all of the
   covenants and agreements to be performed by it under the merger
        agreement and all conditions to the obligations of each of The North
        Face, VF and VF's subsidiary to consummate the offer and merger will
be satisfied without any waiver thereof; and                

    o    all material governmental, regulatory or other approvals and consents
      required in connection with the consummation of the merger will be
obtained and that in connection with obtaining any necessary
    governmental, regulatory or other approvals and consents, or any
       amendments, modifications or waivers to any agreements, instruments
        or orders to which either The North Face, VF or VF's subsidiary is a
party or is subject or by which it is bound, no limitations,
restrictions or conditions will be imposed or amendments,   
    modifications or waivers made that would have a material adverse
       effect on The North Face, VF or VF's subsidiary or would materially
     reduce the contemplated benefits of the merger to The North Face.

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    Set forth below is a brief summary of the material factors considered, and
financial analyses performed, by Deutsche Bank in connection with its opinion   
which was rendered orally to The North Face board at its meeting on April 6,    
2000:                                                                           

  Fiscal Year 1999 Financial Statements. The North Face's annual report on
Form 10-K for the year ended December 31, 1999, which was due to be filed by    
March 31, 2000, was not filed by that date, and The North Face informed         
Deutsche Bank that such report would not be filed before April 14, 2000. The    
North Face also informed Deutsche Bank that the report of The North Face's      
independent auditors, with respect to The North Face's financial statements for 
the year ended December 31, 1999, would express a qualification indicating      
substantial doubt regarding The North Face's viability as a "going concern".    

 Credit Facilities. The North Face's primary bank credit facility, under
which The North Face had outstanding indebtedness of approximately $103 million 
as of March 31, 2000, was scheduled to expire on March 31, 2000. The North Face 
was not able to obtain alternative financing by March 31, 2000, and The North   
Face's management informed Deutsche Bank that it had no prospects for doing so, 
except pursuant to the merger. The North Face's group of bank lenders granted   
The North Face an extension until April 15, 2000 to allow The North Face to     
enter into the merger agreement. In addition, The North Face informed Deutsche  
Bank that The North Face's bank lenders did not intend to renew such credit     
facility beyond April 15, 2000, if the merger agreement was not executed, and   
intended instead to commence involuntary bankruptcy proceedings against The     
North Face.                                                                     

  Liquidation Analysis. Deutsche Bank reviewed a plan of liquidation which
was prepared by The North Face's management and presented to The North Face's   
group of bank lenders on or about March 23, 2000. The liquidation plan analyzed 
various scenarios involving the expedited sale of The North Face's assets and   
the assumption or payment of its liabilities if The North Face were to enter    
bankruptcy proceedings. The expedited liquidation process described in the plan 
required 60 to 90 days to complete. This liquidation plan indicated that, under 
the best of circumstances, it was highly unlikely that the current stockholders 
of The North Face would receive more than $1.00 per fully-diluted share if The  
North Face were forced into bankruptcy proceedings and was required to          
liquidate all of its assets.                                                    

   Deutsche Bank noted that the $2.00 per share net to the seller in cash to
be received in the offer and merger substantially exceeded the best-case        
scenario of the liquidation plan, as prepared by The North Face's management    
and presented to The North Face's group of bank lenders on or about March 23,   
2000.                                                                           

    Discounted Cash Flow Analysis. The discounted cash flow methodology values
a business based on the current value of the future cash flows that the         
business will generate. To establish a current value utilizing this             
methodology, future cash flows are estimated and an appropriate discount rate   
is determined.                                                                  

   The absence of any prospect that The North Face would obtain financing on
a going-forward basis rendered The North Face unable to provide Deutsche Bank   
with any guidance with respect to The North Face's future prospects.            
Accordingly, due to the lack of financial projections for The North Face beyond 
the current fiscal year, Deutsche Bank did not perform a discounted cash flow   
analysis in connection with rendering its opinion.                              

 Historical Stock Price Performance. Deutsche Bank reviewed and analyzed
the daily closing per share market prices for The North Face common stock for   
the period from June 30, 1998 to April 6, 2000. Deutsche Bank noted that from   
June 30, 1998 to April 6, 2000, the price of The North Face common stock        
declined from $24.00 to $1.22 per share. Deutsche Bank noted that there were    
several factors which appear to have contributed to the substantial decline in  
the price of The North Face common stock price during this period, including,   
but not limited to, public announcements regarding the:                         

o    termination of the Leonard Green & Partners, L.P. offer;         

     o    deterioration of The North Face's operating and financial performance;

    o    resignations of certain members of The North Face's senior management
team;                                                       

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     o    risk that The North Face would not be viable as a "going concern"; and

  o    possibility that any strategic alternative then under consideration
       would yield a value materially less than the prevailing stock price
at that time.                                               

   In particular, Deutsche Bank noted that The North Face common stock price
declined from $5.00 to $4.00 or 20.0% on March 17, 2000, after The North Face   
publicly announced on March 16, 2000 its expected financial results for the     
quarter ended December 31, 1999. Deutsche Bank further noted that The North     
Face common stock price declined from $3.69 to $1.22 or 66.9% on April 6, 2000, 
after The North Face publicly announced on April 5, 2000, that The North Face's 
financial statements for the year ended December 31, 1999 would include a       
"going concern" qualification and that any strategic alternative it was then    
considering would result in a payment to its stockholders of a value materially 
less than its currently prevailing stock price.                                 

Comparative Stock Price Performance Deutsche Bank reviewed the daily  
closing per share market prices of The North Face common stock and compared the 
movement of such daily closing prices with the movement of the Russell 2000     
composite index, and the movement of an index composed of other activewear and  
technical sports products companies (collectively "the ATSP Companies") index   
consisting of:                                                                  

  ATSP Companies
--------------------------------------------------------------------------      
Columbia Sportswear Company                  K2 Inc.                            
Kellwood Company                             Nautica Enterprises, Inc.          
Phillips-Van Heusen Corporation              Polo Ralph Lauren Corporation      
Quiksilver, Inc.                             Russell Corporation                
The Timberland Company                       Tommy Hilfiger Company             
V. F. Corporation                                                               

over the period from June 30, 1998 through April 6, 2000. Deutsche Bank noted   
that, on a relative basis between June 30, 1998 and April 6, 2000, The North    
Face common stock substantially underperformed the Russell 2000 composite index 
and the ATSP Companies index.                                                   

 Analysis of Certain Publicly Traded Companies. This analysis examines a
company's valuation in the public market as compared to the valuation of other  
selected publicly traded companies. Deutsche Bank compared certain financial    
information relating to The North Face to certain corresponding information     
from companies comprising the ATSP Companies index. Due to The North Face's     
lack of profitability and distressed financial condition, this analysis was     
limited to a comparison of only the ratio of common equity market value, as     
adjusted for debt and cash to revenues.                                         

                                                 Adjusted Market Value(1) as a
As of April 6, 2000                                Multiple of LTM(2) Revenue   
-------------------                               ----------------------------- 
Mean....................................                      0.8x              
High....................................                      1.4x              
Low.....................................                      0.2x              

The North Face..........................                      0.5x              
-------------------                                                             
(1) Adjusted Market Value equals The North Face's equity market value plus debt 
less cash.                                                                      

(2)  The financial information used in connection with the multiples with       
  respect to The North Face and the ATSP Companies was based on the latest
reported twelve month period as derived from publicly available       
information.                                                          

As a result of the foregoing analysis, Deutsche Bank noted that, as of
April 6, 2000, the multiple of adjusted market value to The North Face's        
revenue for the twelve month period prior to the announcement of the offer and  
the merger was within the range of the multiples, although it was a substantial 
discount to the mean of the multiples for                                       

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the ATSP Companies. The North Face's lack of profitability and distressed       
financial condition limited the utility of this particular analysis.            

 Analysis of Selected Precedent Transactions. Deutsche Bank reviewed the
financial terms, to the extent publicly available, of 13 completed mergers or   
acquisitions of companies in the apparel, activewear and technical sports       
products sectors which Deutsche Bank deemed to have similar economic and/or     
internal competitive dynamics to The North Face's business. Deutsche Bank       
calculated various financial multiples based on certain publicly available      
information for each of the transactions and compared them to corresponding     
financial multiples for the merger, based on the merger consideration.          

    The selected transactions and the month and year on which each transaction
was completed were as follows:                                                  

o    Sunbeam Corporation's acquisition of The Coleman Company, Inc.   
(January 2000);                                             

o    The Warnaco Group, Inc.'s acquisition of Authentic Fitness Corp. 
(November 1999);                                            

o    Kellwood Company's acquisition of Koret, Inc (April 1999);       

o    Doughty Hanson & Co. Ltd.'s acquisition of Umbro Europe Holdings,
Ltd. (April  1999);                                         

o    Jones Apparel Group, Inc.'s acquisition of Sun Apparel, Inc.     
(October 1998);                                             

o    Adidas AG's acquisition of Salomon S.A. (February 1998);         

o    Tommy Hilfiger Corporation's acquisition of Pepe Jeans USA, Inc. 
(May 1998);                                                 

o    The Warnaco Group, Inc.'s acquisition of Designer Holdings Ltd.  
(December 1997);                                            

o    Texas Pacific Group's acquisition of J. Crew Group, Inc.         
(October 1997);                                             

o    InvestCorp's acquisition of Helly Hansen International           
(May 1997);                                                 

     o    Kohlberg Kravis Roberts & Co.'s acquisition of Spalding & Evenflo Cos.
(September 1996);                                           

o    Brunswick Corporation's acquisition of Nelson/Weather-Rite, Inc. 
(March 1996); and                                           

o    The Coleman Company, Inc.'s acquisition of Eastpak, Inc.         
(November 1994).                                            

Due to The North Face's lack of profitability and distressed financial
condition, this analysis was limited to a comparison of only the calculations   
of the multiples of adjusted market value to The North Face's revenues for the  
twelve months prior to the announcement of the offer and merger for the merger  
and the selected transactions:                                                  

                                                  Adjusted Market Value as a
                                                   Multiple of LTM (1) Revenue
                                                   ---------------------------
Selected Transactions:                                                          
Mean...................................                        1.3x             
Mean..............................                        1.3x        
High..............................                        2.7x        
Low...............................                        0.4x        

Offer & merger at $2.00 per share......                        0.6x             
-------------------                                                             
(1) Represents latest twelve month financial information available prior to     
transaction announcement.                                                       

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 As a result of the foregoing analysis, Deutsche Bank noted that, at the
implied offer price of $2.00 per share, the implied multiple of adjusted market 
valuation to The North Face's revenues for the twelve months prior to the       
announcement of the offer and the merger was within the range of the multiples  
of the selected transactions, although substantially below the mean of the      
multiples of the selected transactions. Deutsche Bank noted that The North      
Face's lack of profitability and distressed financial condition limited the     
utility of this particular analysis.                                            

Premiums Paid Analysis. Deutsche Bank reviewed the premiums paid over 
market value to the extent publicly available, in 247 merger or acquisition     
transactions completed since January 1, 1997. Deutsche Bank analyzed the        
premium paid to the target above their share price one day, one week and four   
weeks prior to the announcement of the transaction. These transactions were     
accounted for under the purchase accounting method, included only cash          
consideration, and had adjusted market valuations (equity market valuation,     
plus debt less cash) between $50 and $200 million.                              

                                                    Premium to Market at
                                                  ------------------------
                                        One Day      One Week       Four Weeks
                                       Prior        Prior            Prior
                                        -------     ------------    ----------
Transactions:                                                                   
Mean.................................  32.0%         38.8%           45.3%
High.................................  175.0%        217.0%         205.5%
 Low.................................. (67.0%)       (66.3%)         (61.0%)

Offer &  merger at $2.00 per share (1)..  64.1%        (49.2%)         (64.8%)  
-------------------                                                             
(1)  Based on The North Face's closing per share market price one day, one week 
 and four weeks prior to the April 7, 2000 announcement of the offer and
the merger.                                                           

 As a result of the foregoing analysis, Deutsche Bank noted that, at the
implied offer price of $2.00 per share, the premium paid to the holders of The  
North Face common stock exceeded the average of the premium transactions        
reviewed on the day prior to announcement time period, although it was below    
such average at the one week prior and four weeks prior to announcement time    
periods. The nature and timing of recent public announcements by The North Face 
limited the utility of this particular analysis.                                

   The summary set forth above does not purport to be a complete description
of the opinion of Deutsche Bank to The North Face board or the financial        
analyses performed and factors considered by Deutsche Bank in connection with   
its opinion. The preparation of a fairness opinion is a complex analytic        
process involving the application of subjective business judgment in various    
determinations as to the most appropriate and relevant methods of financial     
analyses and the application of those methods to the particular circumstances   
and, therefore, such an opinion is not readily susceptible to summary           
description. Deutsche Bank believes that its analyses and the summary set forth 
above must be considered as a whole and that selecting portions of its          
analyses, without considering all analyses, or selecting portions of the above  
summary, without considering all factors and analyses, could create a           
misleading or incomplete view of the processes underlying such analyses and     
opinion. In arriving at its fairness determination, Deutsche Bank did not       
assign specific weights to any particular analyses.                             

In performing its analyses and arriving at its opinion, Deutsche Bank 
utilized a variety of generally accepted valuation methods. The analyses were   
prepared solely for the purpose of enabling Deutsche Bank to provide its        
opinion to The North Face board as to the fairness, from a financial point of   
view, of the merger consideration to the stockholders of The North Face and do  
not purport to be appraisals or necessarily reflect the prices at which         
businesses or securities actually may be sold, which are inherently subject to  
uncertainty. In connection with its analyses, Deutsche Bank made, and was       
provided by The North Face with, numerous assumptions with respect to industry  
performance, general business, economic, market and financial conditions and    
other matters, many of which are beyond the control of The North Face. The      
assumptions and estimates contained in such analyses, and the ranges of         
valuations resulting from any particular analysis, are not necessarily          
indicative of actual historical values or future results, which may be          
significantly more or less favorable than those suggested by such analyses.     
Because such                                                                    

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analyses are inherently subject to uncertainty, being based upon numerous       
factors or events beyond the control of The North Face, none of The North Face  
nor Deutsche Bank nor any other person assumes responsibility if future results 
or actual values are materially different from these forecasts or assumptions.  

   The type and amount of consideration payable in the offer and merger were
determined through negotiations between The North Face and VF and were approved 
by The North Face board. The decision to enter into the merger agreement was    
solely that of The North Face board. Deutsche Bank's opinion and financial      
analyses were only one of a number of factors taken into consideration by The   
North Face board in its evaluation of the proposed offer and merger and should  
not be viewed as determinative of the views of The North Face board with        
respect to the merger consideration or the merger.                              

 Pursuant to the terms of Deutsche Bank's engagement, The North Face has
agreed to pay $750,000 to Deutsche Bank for rendering its opinion, which amount 
will be credited against an advisory fee calculated as a percentage of the      
aggregate consideration involved in the offer and merger. In addition, The      
North Face has agreed to reimburse Deutsche Bank for its reasonable travel and  
other out-of-pocket expenses, including reasonable fees and disbursements of    
counsel, and to indemnify Deutsche Bank and certain related parties against     
certain liabilities, including certain liabilities under the federal securities 
laws, relating to, or arising out of, its engagement.                           

The North Face selected Deutsche Bank as its financial advisor in     
connection with the offer and merger based on Deutsche Bank's reputation,       
expertise and familiarity with The North Face and its business. Deutsche Bank   
is an internationally recognized investment banking firm and, as a customary    
part of its investment banking business, is engaged in the valuation of         
businesses and their securities in connection with mergers and acquisitions,    
negotiated underwritings, private placements and valuations for estate,         
corporate and other purposes. Deutsche Bank is an affiliate of Deutsche Bank    
AG. One or more of the affiliates of Deutsche Bank AG from time to time,        
provided investment banking and other financial and advisory services to The    
North Face or its affiliates for which it has received customary compensation,  
including serving as lead manager for The North Face's 1996 initial public      
offering, and for a subsequent offering of The North Face common stock in the   
same year. In the ordinary course of business, affiliates of Deutsche Bank AG   
may actively trade or hold the securities of both The North Face and VF for its 
own account and the account of customers and, accordingly, may at any time hold 
a long or short position in such securities, instruments and obligations of The 
North Face and VF.                                                              

Purpose and structure of the merger; Reasons of VF for the merger               

The purpose of the merger is for VF to increase VF's ownership of The 
North Face from approximately 82% to 100%. Upon consummation of the merger, The 
North Face will become a wholly owned subsidiary of VF. The acquisition of the  
shares was structured as a cash tender offer followed by a cash merger so as to 
effect a prompt and orderly transfer of ownership of The North Face from The    
North Face's public stockholders to VF and VF's subsidiary, and so as to        
provide such stockholders with cash for all of their shares.                    

Under Delaware law, the approval of The North Face board and the      
affirmative vote of a majority of the votes entitled to be cast by the holders  
of all the outstanding shares as of the record date are required to approve and 
adopt the merger agreement. The North Face board has approved and adopted the   
merger agreement and the transactions contemplated thereby, and the only        
remaining required corporate action of The North Face is the approval and       
adoption of the merger agreement by a majority vote of The North Face           
stockholders. VF has agreed to vote all shares it beneficially owns in favor of 
the approval and adoption of the merger agreement. Because VF and its           
affiliates own approximately 82% of the outstanding shares as of the record     
date, the approval and adoption of the merger agreement is assured without the  
vote of any other stockholder.                                                  

Plans for The North Face after the merger                                       

Except as set forth in this information statement, it is expected that
initially following the merger, the business and operations of The North Face   
will continue substantially as they are currently being conducted.              

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   VF intends to conduct a detailed review of The North Face and its assets,
corporate structure, capitalization, operations, policies, management and       
personnel. After its review, VF will determine what actions or changes, if any, 
would be desirable in light of the circumstances which then exist, including    
steps to integrate the operations of The North Face and VF. In parallel, VF     
plans to give consideration to any potential avenues that may be open for       
further strengthening The North Face's marketing and financial positions,       
including through possible alliances, or partnership or joint venture           
arrangements with third parties.                                                

The North Face has announced its intention to sell its subsidiary, La 
Sportiva, U.S.A. La Sportiva, U.S.A. is engaged in the business of distributing 
rock climbing shoes, mountaineering boots and other rugged footwear under the   
La Sportiva(R) name. VF intends to pursue a disposition of La Sportiva, U.S.A.  
if a transaction is possible on terms satisfactory to VF.                       

  Except for the transactions contemplated by the merger agreement, VF has
no current plans or proposals which relate to or would result in: (a) an        
extraordinary corporate transaction, such as a merger, reorganization or        
liquidation involving The North Face; (b) a sale or transfer of a material      
amount of assets of The North Face or any of it subsidiaries (other than the    
potential sale of La Sportiva USA, Inc.); (a) any change in the board or        
management of The North Face; (c) any material change in The North Face's       
capitalization or (d) any other material change in The North Face's corporate   
structure or business.                                                          

Merger agreement                                                                

The following is a summary of the material provisions of the merger   
agreement which relate to the merger. This summary does not purport to be       
complete and is qualified in its entirety by reference to the merger agreement, 
which is attached hereto as Annex C and is incorporated herein by reference.    
Stockholders are urged to read the merger agreement in its entirety and to      
consider it carefully.                                                          

Recommendation                                                        

The North Face board has (i) unanimously determined that each of the  
merger agreement, the offer and the merger is fair to, and in the best          
interests of, the stockholders of The North Face, (ii) duly approved the merger 
agreement and the transactions contemplated thereby, including the offer and    
the merger and (iii) subject to the terms and conditions of the merger          
agreement, resolved to recommend that the stockholders of The North Face accept 
the offer and tender their shares thereunder to VF's subsidiary and approve and 
adopt the merger agreement and the merger.                                      

Appointment of The North Face directors by VF                         

The merger agreement provides that, effective upon the acceptance for 
payment by VF's subsidiary of any shares pursuant to the offer, VF will be      
entitled to designate the number of directors, rounded up to the next whole     
number, on The North Face board that equals the product of the total number of  
directors on The North Face board (giving effect to the election of any         
additional directors pursuant to this provision) multiplied by the percentage   
that the number of shares beneficially owned by VF (including shares accepted   
for payment) bears to the total number of shares outstanding. In furtherance    
thereof, The North Face will take all action necessary to cause VF's designees  
to be elected or appointed to The North Face board, including, without          
limitation, increasing the number of directors and seeking and accepting        
resignations of incumbent directors. Notwithstanding the foregoing, prior to    
the effective time, The North Face will use its reasonable best efforts to      
cause at least two persons who are not employees of The North Face or           
affiliated with VF to be members of The North Face board.                       

   Pursuant to these provisions, shortly after VF's subsidiary had purchased
shares in the offer which comprise approximately 82% of all outstanding shares, 
all members of The North Face board except for Messrs. Robert P. Bunje and      
Michael Doyle resigned, and Messrs. Mackey J. McDonald and Robert K. Shearer    
and Ms. Candace S. Cummings were elected as directors of The North Face.        

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The merger                                                            

 The merger agreement provides that as promptly as practicable after all
conditions to the merger set forth therein have been satisfied or, to the       
extent permitted thereunder, waived, VF's subsidiary will be merged with and    
into The North Face in accordance with Delaware law. As a result of the merger, 
the separate existence of VF's subsidiary will cease and The North Face will    
continue as the surviving corporation.                                          

Effective time                                                        

   The merger shall become effective at such time as the merger agreement is
approved by The North Face stockholders and the Articles of Merger are duly     
filed with the Secretary of State of the State of Delaware.                     

Merger consideration                                                  

  At the effective time, each outstanding share (other than shares held in
the treasury of The North Face, shares owned by VF and its affiliates or as to  
which appraisal rights have been properly exercised) will be converted, by      
virtue of the merger and without any action on the part of The North Face       
stockholders, into the right to receive $2.00 per share in cash, without        
interest thereon.                                                               

Surrender of certificates and payment procedures                      

As soon as practicable after the effective time, the paying agent will
mail to each record holder of an outstanding certificate representing a share   
immediately prior to the effective time, a letter of transmittal and            
instructions for use in effecting the surrender of such certificate in exchange 
for $2.00 in cash per share. Upon surrender to the paying agent of a            
certificate representing a share, together with the letter of transmittal, duly 
executed, and such other documents as may reasonably be required by the paying  
agent, the holder of such certificate shall be entitled to receive the merger   
consideration. Until surrendered in accordance with the foregoing instructions, 
each certificate representing a share will represent for all purposes only the  
right to receive $2.00 in cash per share. Any merger consideration made         
available to the paying agent that remains unclaimed by stockholders for six    
months after the effective time will be delivered to The North Face and any The 
North Face stockholders who have not theretofore made an exchange must          
thereafter look to The North Face for payment of their claim for merger         
consideration.                                                                  

Transfer of shares                                                    

No transfer of shares will be made on the share transfer books of The 
North Face after the effective time. If, at or after the effective time,        
certificates of shares are presented, they will be canceled and exchanged for   
the right to receive $2.00 in cash per share as provided in "--Surrender of     
certificates and payment procedures."                                           

Covenants                                                             

  The merger agreement contains various customary covenants of the parties
thereto. A description of certain of these covenants follows:                   

The North Face has agreed that, prior to the effective time, The North
Face will not adopt or propose any change in its certificate of incorporation   
or bylaws. In addition, The North Face has agreed that, prior to the effective  
time, The North Face will not, and will not permit any of its subsidiaries to:  

(a)  merge or consolidate with any other person or entity or acquire a
material amount of stock or assets of any other person;                         

   (b)  sell, lease, license or otherwise dispose of any material subsidiary
or a material amount of assets, securities or property to any person or entity, 
except pursuant to existing contracts or commitments and in the ordinary course 
consistent with past practice;                                                  

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(c)  knowingly take any action that would make any representation and 
warranty of The North Face under the merger agreement inaccurate in any respect 
at, or as of any time prior to, the effective time or                           

(d)  agree to commit to do any of the foregoing.                      

   Pursuant to the merger agreement, The North Face has agreed that from the
date of the merger agreement until the termination thereof, The North Face and  
its subsidiaries will not, and will use their respective best efforts to ensure 
that their respective officers, directors, employees or other agents will not,  
directly or indirectly, (i) initiate, solicit or knowingly encourage or         
knowingly take any action to facilitate the making of any offer or proposal     
which constitutes or is reasonably likely to lead to an acquisition proposal;   
(ii) enter into any agreement with respect to an acquisition proposal; or (iii) 
in the event of any unsolicited acquisition proposal for The North Face, (x)    
grant any waiver or release under any standstill or similar agreement to which  
The North Face or any of its subsidiaries is a party in effect on the date of   
the merger agreement or (y) engage in negotiations with, or disclose any        
non-public information relating to, The North Face or any of its subsidiaries   
or afford access to the properties, books or records of The North Face or any   
of its subsidiaries to, any person that may be considering making, or has made, 
an acquisition proposal. "acquisition proposal" shall mean any tender or        
exchange offer involving The North Face, any proposal for a merger,             
consolidation or other business combination involving The North Face, any       
proposal or offer to acquire in any manner a substantial equity interest in, or 
a substantial portion of the business or assets of, The North Face or any       
material subsidiary (other than immaterial or insubstantial assets or inventory 
in the ordinary course of business or assets held for sale), any proposal or    
offer with respect to any recapitalization or restructuring with respect to The 
North Face or any material subsidiary or any proposal or offer with respect to  
any other transaction similar to any of the foregoing with respect to The North 
Face other than pursuant to the transactions to be effected pursuant to the     
merger agreement. The North Face has agreed to notify promptly, but in no event 
later than 24 hours, VF's subsidiary after receipt of any acquisition proposal  
or any request for non-public information relating to The North Face or any of  
its subsidiaries or for access to the properties, books or records of The North 
Face or any of its subsidiaries by any person that may be considering making,   
or has made, an acquisition proposal.                                           

  Conditions to the merger. The obligations of The North Face, VF and VF's
subsidiary to consummate the merger are subject to the satisfaction of the      
following conditions: (i) if required by Delaware law, the approval and         
adoption by the stockholders of The North Face of the merger agreement in       
accordance with such law, provided, however, that VF and VF's subsidiary shall  
vote all shares purchased in the offer in favor of the merger; (ii) no statute, 
rule, regulation, judgment, injunction, order or decree shall prohibit the      
consummation of such approval; and (iii) VF's subsidiary shall have purchased,  
or caused to be purchased, the shares pursuant to the offer.                    

    Termination.  The merger agreement may be terminated and the merger may be
abandoned at any time prior to the effective time, notwithstanding any approval 
of the merger agreement by the stockholders of The North Face,                  

(i)  by mutual written consent of The North Face and VF; or           

(ii) by either The North Face or VF, if there shall be any law or     
regulation that makes acceptance for payment of, and payment for, the shares    
pursuant to the offer or consummation of the merger illegal or otherwise        
prohibited or if any judgment, injunction, order or decree enjoining the merger 
is entered and such judgment, injunction, order or decree shall become final    
and nonappealable;                                                              

  Fees and Expenses. The merger agreement provides that The North Face, VF
and VF's subsidiary shall each bear all expenses incurred by it in connection   
with the merger agreement and the transactions contemplated thereby.            

    Amendment and waivers. After the purchase of shares pursuant to the offer,
no amendment, modification or supplement to the merger agreement shall decrease 
the amount of consideration to be received in exchange for any shares and after 
approval of the merger agreement by the stockholders of The North Face no such  
amendment, modification or supplement shall be made which by law requires the   
further approval of The North Face's stockholders, without obtaining the        
further approval of such stockholders. If VF's designees are elected to The     
North Face board, after the acceptance for payment of shares pursuant to the    
offer and prior to the effective time, the affirmative vote of a majority of    
the directors who are not The North Face officers or designees, stockholders,   

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affiliates or associates of VF) shall be required to (a) amend or terminate the 
merger agreement on behalf of The North Face, (b) exercise or waive any of The  
North Face's rights, benefits or remedies hereunder, (c) extend the time for    
performance of VF's subsidiary's obligations under the merger agreement or (d)  
take any other action under or in connection with the merger agreement.         

Delisting of The North Face shares following the merger                         

Following the merger, the holders of shares (other than VF and its    
affiliates) will cease to participate in future earnings or growth, if any, of  
The North Face or benefit from any increases, if any, in the value of The North 
Face, and they no longer will bear the risk of any decreases in the value of    
The North Face. Because the shares will be canceled as a result of the merger,  
the shares will be delisted from the Nasdaq National Market System.             

  The shares are currently registered under the Exchange Act. Registration
of the shares under the Exchange Act will be terminated and The North Face will 
be relieved of the obligation to comply with the public reporting requirements  
of the Exchange Act, including the obligation to comply with the proxy rules of 
Regulation 14A and 14C under the Exchange Act.                                  

Regulatory approvals                                                            

VF filed the required Premerger Notification and Report Form under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect  
to the offer and the merger with the Antitrust Division of the Department of    
Justice and the Federal Trade Commission on April 27, 2000. The applicable      
waiting period expired on May 12, 2000. VF also filed a notification with the   
Federal Cartel Office of the Republic of Germany on May 19, 2000. VF received   
clearance from the Federal Cartel Office on May 30, 2000.                       

We believe that there are no other material regulatory or governmental
approvals required in order for the merger to be consummated.                   

The FTC and the Antitrust Division frequently scrutinize the legality 
under the antitrust laws of transactions such as VF's acquisition of The North  
Face. At any time before or after the merger, the FTC or the Antitrust Division 
could take such action under the antitrust laws as it deems necessary or        
desirable in the public interest, including seeking to enjoin the consummation  
of the merger or seeking the divestiture of shares purchased by VF's subsidiary 
or the divestiture of substantial assets of VF, The North Face or their         
respective subsidiaries. Private parties and state attorneys general may also   
bring legal action under federal or state antitrust laws under certain          
circumstances. There can be no assurance that a challenge to the merger on      
antitrust grounds will not be made or, if such a challenge is made, of the      
result thereof.                                                                 

Financing of the merger                                                         

    The total amount of funds required by VF and VF's subsidiary to consummate
the merger and to pay related fees and expenses is estimated to be              
approximately $[ ]. The merger is not conditioned on VF obtaining financing. VF 
expects to fund the merger and to pay related fees and expenses from internally 
generated funds. No alternate financing plan currently exists.                  

Interests Of Certain Persons In The Merger

   Certain members of The North Face's management and The North Face's board
(as well as other employees of The North Face) have certain interests in the    
merger that are described below that are in addition to their interests as      
stockholders generally. The North Face board took these interests into account  
in approving and adopting the merger agreement and the transactions             
contemplated thereby.                                                           

Stock options After the acceptance of shares tendered pursuant to the 
offer, each option to purchase shares outstanding under any stock option or     
compensation plan or arrangement of The North Face whether or not then          

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exercisable or fully vested and each warrant to purchase shares was canceled.   
The merger agreement provides that VF would pay to the holder of each such      
option or warrant an amount in cash determined by multiplying (i) the excess,   
if any, of the amount of the merger consideration over the applicable per share 
exercise price of such option or warrant by (ii) the number of shares to which  
such option or warrant related. Pursuant to the merger agreement, no cash was   
due to any holder of an option or warrant and no cash was paid to such holders. 

    Employment agreements with termination provisions The North Face maintains
employment agreements for Mr. Geoffrey D. Lurie, The North Face's chief         
executive officer, and Mr. Karl Heinz Salzburger, The North Face's president.   
In accordance with their respective employment agreements, if Mr. Lurie or Mr.  
Salzburger is terminated, he shall receive 18 months salary, bonus and          
benefits. Mr. Lurie was terminated in connection with the merger and as a       
result, will be entitled to the above benefits under his employment agreement.  
The North Face estimates the aggregate amount due to Mr. Lurie to be            
approximately $2,570,000.                                                       

Indemnification of The North Face directors and officers VF, VF's     
subsidiary and The North Face have each agreed that for six years after the     
effective time, VF will cause The North Face to indemnify and hold harmless the 
present and former officers and directors of The North Face in respect of acts  
or omissions occurring at or prior to the effective time to the fullest extent  
provided by Delaware law or any other applicable laws or as provided under The  
North Face's certificate of incorporation and bylaws in effect on the date of   
the merger agreement, subject to any limitation imposed from time to time under 
applicable law.                                                                 

    Insurance for The North Face directors and officers In accordance with the
merger agreement, for six (6) years after the effective time, The North Face    
will provide officers' and directors' liability insurance in respect of acts or 
omissions occurring prior to the effective time covering each such indemnified  
person currently covered by The North Face's officers' and directors' liability 
insurance policy on terms with respect to coverage and amount no less favorable 
than those of such policy in effect on the date of the merger agreement,        
provided that The North Face will not be obligated to cause The North Face to   
pay premiums in excess of 200% of the amount per annum The North Face paid in   
its last full fiscal year. If VF, The North Face or any of its successors or    
assigns (a) consolidates with or merges into any other person or entity and the 
continuing or surviving corporation or entity of such consolidation or merger   
or (b) transfers or conveys all or substantially all of its properties and      
assets to any person or entity, then, and in each such case, to the extent      
necessary, proper provision shall be made so that the successors and assigns of 
VF or The North Face, as the case may be, will assume such indemnification and  
liability insurance obligations.                                                

Certain United States Federal Income Tax Consequences 

The summary of federal income tax consequences set forth below is for 
general information only and is based on the law as currently in effect. The    
tax consequences to each stockholder will depend in part upon such              
stockholder's particular situation. Special tax consequences not described      
herein may be applicable to particular classes of taxpayers, such as financial  
institutions, broker dealers, persons who are not citizens or residents of the  
United States and stockholders who acquired their shares through the exercise   
of an employee stock option or otherwise as compensation.                       

All stockholders should consult with their own tax advisors as to the 
particular tax consequences of the merger to them, including the applicability  
and effect of the alternative minimum tax and any state, local or foreign       
income and other tax laws and changes in such tax laws.                         

The receipt of cash for shares pursuant to the merger will be taxable 
transactions for federal income tax purposes under the Internal Revenue Code of 
1986, as amended, and may also be taxable transactions under applicable state,  
local and foreign income tax laws. In general, for federal income tax purposes, 
a stockholder will recognize gain or loss equal to the difference between the   
stockholders's adjusted tax basis of such stockholder's shares and the amount   
of cash received in exchange therefor. For federal income tax purposes, such    
gain or loss will be capital gain or loss if the shares are capital assets in   
the hands of the stockholder and will be long-term gain or loss if the holding  
period for the shares is more than one year as of the date of the sale of such  
shares. Long term                                                               

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capital gain of an individual stockholder is generally subject to maximum tax   
rate of 20%. Stockholders are urged to consult with their own tax advisors      
concerning the limitations on the deductibility of capital losses.              

A stockholder that receives cash for shares may be subject to backup  
withholding unless the stockholder provides its taxpayer identification number  
and certifies that such number is correct or properly certifies that it is      
awaiting a taxpayer identification number, or unless an exemption applies. A    
stockholder who does not furnish its taxpayer identification number may be      
subject to a penalty imposed by the Internal Revenue Service.                   

If backup withholding applies to a stockholder, the paying agent is   
required to withhold 31% from payments to such stockholder. Backup withholding  
is not an additional tax. Rather, the amount of the backup withholding can be   
credited against the Federal income tax liability of the person subject to the  
backup withholding; provided that the required information is given to the      
Internal Revenue Service. If backup withholding results in an overpayment of    
tax, a refund can be obtained by the stockholder upon filing an appropriate     
income tax return.                                                              

Appraisal Rights

Stockholders of The North Face are entitled to appraisal rights under 
Section 262 of the General Corporation Law of the State of Delaware as to       
shares owned by them. Set forth below is a summary description of Section 262.  
Section 262 is reprinted in its entirety as Annex B to this information         
statement. All references in Section 262 and in this summary to a "stockholder" 
are to the record holder of the shares as to which appraisal rights are         
asserted. A person having a beneficial interest in shares that are held of      
record in the name of another person, such as a broker or nominee, must act     
promptly to cause the record holder to follow the steps summarized below        
properly and in a timely manner to perfect whatever appraisal rights the        
beneficial owner may have.                                                      

   For more detail regarding appraisal rights, see Annex B. This summary and
Annex b should be reviewed carefully by any holder who wishes to exercise       
statutory appraisal rights or who wishes to preserve the right to do so because 
failure to comply strictly with the procedures set forth herein and therein     
will result in the loss of appraisal rights.                                    

 In accordance with Section 262, any stockholder may, before the vote at
the special meeting upon the proposal to approve and adopt the merger           
agreement, demand in writing from The North Face the appraisal of the fair      
value of such stockholder's shares. Such demand must reasonably inform The      
North Face of the identity of the stockholder and that the stockholder intends  
thereby to demand the appraisal of such stockholder's shares. In order to be    
entitled to appraisal rights with respect to any shares, a stockholder must be  
the record holder of such shares on the date of such demand, must continuously  
hold such shares through the effective time, must properly demand an appraisal  
as described in this paragraph and the following paragraphs, and must not vote  
in favor of the proposal to approve and adopt the merger agreement. Any         
stockholder (other than a record owner who is acting as a nominee holder for    
different beneficial owners) seeking to exercise appraisal rights for a         
portion, but not all, of such stockholder's shares should consult with legal    
counsel before taking any such action. The North Face believes that Delaware    
law has not clearly addressed the ability of such a stockholder to exercise     
appraisal rights with respect to a portion, but not all, of such stockholder's  
shares. Should a stockholder (other than a record owner who is acting as a      
nominee holder for different beneficial owners) seek to exercise appraisal      
rights with respect to a portion, but not all, of such stockholder's shares,    
The North Face presently intends to assert that by doing so such stockholder    
has waived such stockholder's appraisal rights. Stockholders should be aware    
that a Delaware court may find that such stockholder has so waived such         
stockholder's appraisal rights. A stockholder who elects to exercise appraisal  
rights must mail or deliver such stockholder's written demand to the president  
of The North Face at 2013 Farallon Drive, San Leandro, California 94577. A vote 
against the merger or a failure to vote for the merger would not by itself      
constitute sufficient notice of a stockholder's election to exercise appraisal  
rights.                                                                         

A demand for appraisal must be executed by or for the stockholder of  
record, fully and correctly, as such stockholder's name appears on the          
certificate or certificates representing such stockholder's shares. If the      
shares are owned of record in a fiduciary capacity, such as by a trustee,       
guardian, or custodian, such demand must be executed by the fiduciary. If the   
shares are owned of record by more than one person, as in a joint tenancy or    
tenancy in                                                                      

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common, such demand must be executed by all joint owners. An authorized agent,  
including an agent for two or more joint owners, may execute the demand for     
appraisal for a stockholder of record; however, the agent must identify the     
record owner and expressly disclose the fact that, in exercising the demand,    
such person is acting as agent for the record owner.                            

A record owner, such as a broker, who holds shares as a nominee for   
others, may exercise appraisal rights with respect to the shares held for all   
or less than all beneficial owners of shares as to which such person is the     
record owner. In such case, the written demand must set forth the number of     
shares covered by such demand. Where the number of shares is not expressly      
stated, the demand will be presumed to cover all shares outstanding in the name 
of such record owner. Beneficial owners who are not record owners and who       
intend to exercise appraisal rights should instruct the record owner to comply  
strictly with the statutory requirements with respect to the exercise of        
appraisal rights.                                                               

    Within 120 days after the effective time, either the surviving corporation
or any stockholder who has complied with the required conditions of Section 262 
may file a petition in the Delaware Court of Chancery demanding a determination 
of the fair value of the shares of the dissenting stockholders. If a petition   
for an appraisal is timely filed, after a hearing on such petition, the         
Delaware Chancery Court will determine which stockholders are entitled to       
appraisal rights and will appraise the shares formerly owned by such            
stockholders, determining the fair value of such shares, exclusive of any       
element of value arising from the accomplishment or expectation of the merger,  
together with a fair rate of interest, if any, to be paid upon the amount       
determined to be the fair value. In determining such fair value, the Delaware   
Chancery Court is to take into account all relevant factors.                    

Stockholders considering seeking appraisal should note that the "fair 
value" of their shares determined under Section 262 could be more than, the     
same as or less than $2.00 per share, and that opinions of investment banking   
firms as to fairness, from a financial point of view, are not opinions as to    
fair value under Section 262. The cost of the appraisal proceeding may be       
determined by the Delaware Chancery Court and taxed against the parties as the  
Delaware Chancery Court deems equitable in the circumstances. Upon application  
of a dissenting stockholder, the Delaware Chancery Court may order that all or  
a portion of the expenses incurred by any dissenting stockholder in connection  
with the appraisal proceeding, including without limitation, reasonable         
attorneys' fees and the fees and expenses of experts, be charged pro rata       
against the value of all shares entitled to appraisal.                          

 From and after the effective time, no stockholder who has duly demanded
appraisal in compliance with Section 262 will be entitled to vote for any       
purpose the shares subject to such demand or to receive payment of dividends or 
other distributions on such shares, except for dividends or distributions       
payable to stockholders of record at a date prior to the effective time.        

    At any time within 60 days after the effective time, any stockholder shall
have the right to withdraw such stockholder's demand for appraisal and to       
accept the terms offered in the merger agreement; after this period, a          
stockholder may withdraw such stockholder's demand for appraisal only with the  
consent of the surviving corporation. If no petition for appraisal is filed     
with the Delaware Chancery Court within 120 days after the effective time,      
stockholders' rights to appraisal shall cease, and all stockholders who had     
previously demanded appraisal shall thereafter be entitled to receive $2.00 per 
share, in cash, without interest thereon, upon valid surrender of the           
certificates that formerly represented their shares. Inasmuch as The North Face 
has no obligation to file such a petition, and has no present intention to do   
so, any stockholder who desires such a petition to be filed is advised to file  
it on a timely basis. However, no petition timely filed in the Delaware         
Chancery Court demanding appraisal shall be dismissed as to any stockholder     
without the approval of the Delaware Chancery Court, and such approval may be   
conditioned upon such terms as the Delaware Chancery Court deems just.          

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Certain Information Concerning The North Face and The Shares

General                                                               

The North Face is a Delaware corporation with its principal executive 
offices located at 2013 Farallon Drive, San Leandro, CA 94577. The telephone    
number of The North Face's executive offices is (510) 618-3500.                 

    The North Face was founded in 1965 by outdoor enthusiasts as a retailer of
high performance climbing and backpacking equipment. The North Face, together   
with its consolidated subsidiaries, designs and distributes technically         
sophisticated outerwear, snowsports gear, functional sportswear, tents,         
sleeping bags, backpacks, day packs, accessories and rugged footwear under the  
North Face(R) name.                                                             

Price range of shares; Dividends                                      

The shares are authorized for quotation on the Nasdaq National Market 
under the symbol "TNFI."                                                        

   The following table sets forth for the periods indicated the high and low
bid prices per share as reported on the Nasdaq National Market, as reported in  
published financial sources.                                                    

                                                          High         Low
                                                           --------     --------
1998                                                                            
  First Quarter.......................................... $29          $20 5/8
  Second Quarter......................................... $26 1/2      $19 1/2
 Third Quarter.......................................... $24 5/8      $9 1/8
 Fourth Quarter......................................... $14 5/8      $9 1/8
1999                                                                            
 First Quarter.......................................... $16 11/16    $9 1/4
 Second Quarter......................................... $12 7/8      $6 3/4
   Third Quarter.......................................... $7 1/16      $3 15/16
   Fourth Quarter......................................... $7 1/4       $2 11/16
2000                                                                            
   First Quarter ......................................... $7 1/4       $2 11/16
Second Quarter (through [                     ], 2000). $            $    

  The North Face did not pay dividends during the periods set forth in the
table above.                                                                    

  On April 6, 2000, the last full day of trading prior to the announcement
of the offer and the merger, the reported closing bid price per share on the    
Nasdaq National Market was $1 7/32. On [ ], 2000, the reported closing bid      
price per share on the Nasdaq National Market was $[ ].                         

Certain Information Concerning VF and VF's Subsidiary 

VF's wholly owned subsidiary, Sequoia Acquisition, Inc., is a Delaware
corporation incorporated on March 30, 2000 and to date has engaged in no        
activities other than those incident to its formation, the execution and        
delivery of the merger agreement and the commencement of, and purchase of       
shares pursuant to, the offer. The principal executive offices of VF's          
subsidiary are located at 628 Green Valley Road, Suite 500, Greensboro, NC      
27408, and the telephone number of VF's subsidiary's executive offices is (336) 
547-6000.                                                                       

    VF is a Pennsylvania corporation. It is principally engaged in the design,
manufacture and marketing of branded jeanswear, intimate apparel, children's    
playwear, occupational apparel, knitwear and other apparel. The principal       
executive offices of VF are located at 628 Green Valley Road, Suite 500,        
Greensboro, NC 27408, and the telephone number of VF's executive offices is     
(336) 547-6000.                                                                 

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Ownership of Shares 

  As of [ ], 2000, there were 12,757,229 shares outstanding. The following
table sets forth the beneficial ownership of shares as of [ ], 2000 by each     
person known by The North Face to own more than 5% of the outstanding shares.   
None of the directors and executive officers of The North Face as at such date  
own any shares. Each of the stockholders named below has sole voting and        
investment power with respect to the shares beneficially owned:                 

                                       Shares Beneficially Owned
                                       ---------------------------------------
                                                        Percent of
                                       Number of Shares  Outstanding Shares(1)
VF Corporation                                                                  
628 Green Valley Road                      10,459,977               82%   
Greensboro, NC 27408                                                    
-------------------                                                             

(1)  Applicable percentage ownership for the stockholder is based on 12,757,229 
shares outstanding as of [       ],      2000.                        

Additional and Available Information

 All documents filed by The North Face pursuant to Sections 13(a), 14 or
15(d) of the Exchange Act after the date of this information statement and      
prior to the date of the special meeting shall be deemed to be incorporated by  
reference into this information statement and to be a part hereof from the      
dates of filing such documents or reports. Any statement contained herein or in 
a document incorporated by reference herein shall be deemed to be modified or   
superseded for purposes of this information statement to the extent that a      
statement contained herein or in any other subsequently filed document which is 
also incorporated or deemed to be incorporated herein modifies or supercedes    
such statement. Any such statement so modified or superseded shall not be       
deemed, except as so modified or superseded, to constitute a part of this       
information statement.                                                          

VF and The North Face are each subject to the informational filing    
requirements of the Exchange Act and, in accordance therewith, are each         
required to file periodic reports, proxy statements and other information with  
the SEC relating to their respective business, financial condition and other    
matters. Such reports, proxy statements and other information can be inspected  
and copied at the public reference facilities maintained by the SEC at 450      
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the SEC's         
regional offices located at Seven World Trade Center, Suite 1300, New York, New 
York 10048 and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,   
Illinois 60661. Information regarding the public reference facilities may be    
obtained from the SEC by telephoning 1-800-SEC-0330. VF's and The North Face's  
filings are also available to the public on the SEC's internet site             
(http://www.sec.gov). Copies of such materials may also be obtained by mail     
from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,         
Washington, D.C. 20549 at prescribed rates. Certain reports and other           
information concerning VF may also be inspected at the offices of the New York  
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.                

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATION ON BEHALF OF THE NORTH FACE, VF OR VF'S SUBSIDIARY NOT CONTAINED 
HEREIN OR IN THE LETTER OF TRANSMITTAL AND, IF GIVEN OR MADE, SUCH INFORMATION  
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.            

Other Matters 

We do not intend to hold a 2000 annual meeting prior to the scheduled 
consummation of the merger. If the merger is not consummated and we do hold a   
2000 annual meeting, we will notify you of such meeting, including the          

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date by which stockholder proposals must be received at The North Face's        
executive offices in order to be considered for inclusion in the proxy          
materials relating to such meeting.                                             

 We do not intend to bring any other matters before the special meeting,
and are not aware of any other matters that are expected to be brought properly 
before the special meeting.                                                     

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                                                                         ANNEX A

OPINION OF DEUTSCHE BANK SECURITIES INC.

     Deutsche Banc Alex. Brown                                     Deutsche Bank

April 7, 2000                                                         

Board of Directors                                                    
The North Face, Inc.                                                  
2013 Farallon Drive                                                   
San Leandro, California 94577                                         

Gentlemen:                                                            

Deutsche Bank Securities Inc. ("Deutsche Bank") has acted as financial
advisor to The North Face, Inc. (the "Company") in connection with the proposed 
acquisition of the Company by VF Corporation ("VF") pursuant to an Agreement    
and Plan of Merger, dated April 6, 2000, among the Company, VF and Sequoia      
Acquisition, Inc. ("VF Sub"), a wholly owned subsidiary of VF (the              
"Agreement"), which provides, among other things, for VF Sub to commence a cash 
tender offer to acquire all issued and outstanding shares of common stock, par  
value $0.0025 per share, of the Company (the "Company Common Stock"), to be     
followed by a merger of VF Sub with and into the Company (the cash tender offer 
and the merger being herein referred to collectively as the "Transaction"), as  
a result of which the Company will become a wholly owned subsidiary of VF. As   
set forth more fully in the Agreement, the Transaction will result in each      
share of the Company Common Stock not owned directly or indirectly by the       
Company or VF, other than shares as to which appraisal rights have been         
perfected, being purchased for or converted into the right to receive $2.00 in  
cash (the "Consideration"). The terms and conditions of the Transaction are     
more fully set forth in the Agreement.                                          

  You have requested Deutsche Bank's opinion, as investment bankers, as to
the fairness, from a financial point of view, of the Consideration to the       
stockholders of the Company.                                                    

In connection with Deutsche Bank's role as financial advisor to the   
Company, and in arriving at its opinion, Deutsche Bank reviewed certain         
publicly available financial and other information concerning the Company and   
VF, and certain internal analyses and other information furnished to it by the  
Company. Deutsche Bank also held discussions with members of the senior         
management of the Company regarding the businesses and prospects of the         
Company, and attended meetings between the Company and its bank lenders. In     
addition, Deutsche Bank (i) reviewed the reported prices and trading activity   
for Company Common Stock, (ii) compared certain financial and stock market      
information for the Company with similar information for certain other          
companies whose securities are publicly traded, (iii) reviewed the financial    
terms of certain recent business combinations which it deemed comparable in     
whole or in part, (iv) reviewed the terms of the Agreement and certain related  
documents, (v) reviewed a liquidation plan for the Company prepared by Company  
management, and (vi) performed such other studies and analyses and considered   
such other factors as it deemed appropriate. It should be noted that the        
absence of any prospect that the Company would obtain financing on a            
going-forward basis rendered the Company unable to provide Deutsche Bank with   
any guidance in respect of the Company's future prospects. Accordingly, due to  
the lack of financial projections for the Company beyond the current fiscal     
year, Deutsche Bank did not perform a discounted cash flow analysis in          
connection with rendering its opinion.                                          

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   Deutsche Bank has not assumed responsibility for independent verification
of, and has not independently verified, any information, whether publicly       
available or furnished to it, concerning the Company or VF, including, without  
limitation, any financial information considered in connection with the         
rendering of its opinion. Accordingly, for purposes of its opinion, Deutsche    
Bank has assumed and relied upon the accuracy and completeness of all such      
information and Deutsche Bank has not conducted a physical inspection of any of 
the properties or assets, and has not prepared or obtained any independent      
evaluation or appraisal of any of the assets or liabilities, of the Company or  
VF. With respect to the current fiscal year financial forecasts and projections 
made available to Deutsche Bank by the Company and used in its analyses,        
Deutsche Bank has assumed that they have been reasonably prepared on bases      
reflecting the best currently available estimates and judgments of the          
management of the Company, as to the matters covered thereby. In rendering its  
opinion, Deutsche Bank expresses no view as to the reasonableness of such       
current fiscal year forecasts and projections or the assumptions on which they  
are based. Deutsche Bank's opinion is necessarily based upon economic, market   
and other conditions as in effect on, and the information made available to it  
as of, the date hereof.                                                         

   For purposes of rendering its opinion, Deutsche Bank has assumed that, in
all respects material to its analysis, the representations and warranties of    
the Company, VF and VF Sub contained in the Agreement are true and correct, the 
Company, VF and VF Sub will each perform all of the covenants and agreements to 
be performed by it under the Agreement and all conditions to the obligations of 
each of the Company, VF and VF Sub to consummate the Transaction will be        
satisfied without any waiver thereof. Deutsche Bank has also assumed that all   
material governmental, regulatory or other approvals and consents required in   
connection with the consummation of the Transaction will be obtained, and that  
in connection with obtaining any necessary governmental, regulatory or other    
approvals and consents, or any amendments, modifications or waivers to any      
agreements, instruments or orders to which either the Company, VF or VF Sub is  
a party or is subject or by which it is bound, no limitations, restrictions or  
conditions will be imposed, or amendments, modifications or waivers made, that  
would have a material adverse effect on the Company, VF or VF Sub or would      
materially reduce the contemplated benefits of the Transaction to the Company.  

  The Company's Annual Report on Form 10-K for the year ended December 31,
1999, which was due to be filed by March 31, 2000, was not filed by that date,  
and the Company has informed Deutsche Bank that such report is not expected to  
be filed before April 14, 2000. The Company has also informed Deutsche Bank     
that the report of the Company's independent auditors with respect to the       
Company's financial statements for the year ended December 31, 1999 will        
express a qualification indicating substantial doubt regarding the Company's    
viability as a "going concern".                                                 
The Company's primary bank credit facility, under which the Company has       
outstanding indebtedness of approximately $103 million, was scheduled to expire 
on March 31, 2000. The Company has not been able to obtain alternative          
financing to date, and the Company has informed Deutsche Bank that it has no    
prospects for doing so, except pursuant to the Transaction. The Company's bank  
lenders have granted the Company an extension of such facility through April    
15, 2000 in order to allow the Company to enter into the Agreement. However,    
the Company has informed Deutsche Bank that the Company's bank lenders do not   
intend to renew such credit facility beyond such date if the Agreement is not   
executed, and intend instead to commence involuntary bankruptcy proceedings     
against the Company. Deutsche Bank has relied upon the foregoing facts and      
representations in rendering its opinion.                                       

    This opinion is addressed to, and for the use and benefit of, the Board of
Directors of the Company and is not a recommendation to the stockholders of the 
Company to approve, or to tender their shares pursuant to, the Transaction.     
This opinion is limited to the fairness, from a financial point of view, to the 
stockholders of the Company of the Consideration, and Deutsche Bank expresses   
no opinion as to the merits of the underlying decision by the Company to engage 
in the Transaction.                                                             

   Deutsche Bank will be paid a fee for its services as financial advisor to
the Company in connection with the Transaction, a portion of which is           
contingent upon consummation of the Transaction. We are an affiliate of         
Deutsche Bank AG (together with its affiliates, the "DB Group"). One or more    
members of the DB Group have, from time to time, provided investment banking    
and other financial services to the Company or its affiliates for which it has  
received customary compensation, including serving as lead manager for the      
Company's 1996 initial public offering, and for a subsequent offering of the    
Company's equity securities in the same year. In the ordinary course of         
business, members of the DB Group may actively trade in the securities and      
other instruments and obligations of the Company and VF for                     

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their own accounts and for the accounts of their customers. Accordingly, the DB 
Group may at any time hold a long or short position in such securities,         
instruments and obligations.                                                    

   Based upon and subject to the foregoing, it is Deutsche Bank's opinion as
investment bankers that the Consideration is fair, from a financial point of    
view, to the stockholders of the Company.                                       

                           Very truly yours,

                                       DEUTSCHE BANK SECURITIES INC.

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                                                                         ANNEX B
Delaware Law                                                                    

ANNEX B 
SECTION 262 OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE

SECTION 262--Appraisal Rights.                                                  

(a) Any stockholder of a corporation of this State who holds shares of
stock on the date of the making of a demand pursuant to subsection (d) of this  
section with respect to such shares, who continuously holds such shares through 
the effective date of the merger or consolidation, who has otherwise complied   
with subsection (d) of this section and who has neither voted in favor of the   
merger or consolidation nor consented thereto in writing pursuant to sec. 228   
of this title shall be entitled to an appraisal by the Court of Chancery of the 
fair value of the stockholder's shares of stock under the circumstances         
described in subsections (b) and (c) of this section. As used in this section,  
the word "stockholder" means a holder of record of stock in a stock corporation 
and also a member of record of a nonstock corporation; the words "stock" and    
"share" mean and include what is ordinarily meant by those words and also       
membership or membership interest of a member of a nonstock corporation; and    
the words "depository receipt" mean a receipt or other instrument issued by a   
depository representing an interest in one or more shares, or fractions         
thereof, solely of stock of a corporation, which stock is deposited with the    
depository.                                                                     

(b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be 
effected pursuant to sec. 251 (other than a merger effected pursuant to sec.    
251(g) of this title), sec. 252, sec. 254, sec. 257, sec. 258, sec. 263 or sec. 
264 of this title:                                                              

      (1) Provided, however, that no appraisal rights under this section
      shall be available for the shares of any class or series of stock,
         which stock, or depository receipts in respect thereof, at the record
       date fixed to determine the stockholders entitled to receive notice
        and to vote at the meeting of stockholders to act upon the agreement
    of merger or consolidation, were either (i) listed on a national
 securities exchange or designated as a national market system
security on an interdealer quotation system by the National 
     Association of Securities Dealers, Inc. or (ii) held of record by
   more than 2,000 holders; and further provided that no appraisal
        rights shall be available for any shares of stock of the constituent
        corporation surviving a merger if the merger did not require for its
         approval the vote of the stockholders of the surviving corporation as
provided in subsection (f) of sec. 251 of this title.       

   (2) Notwithstanding paragraph (1) of this subsection, appraisal
      rights under this section shall be available for the shares of any
        class or series of stock of a constituent corporation if the holders
  thereof are required by the terms of an agreement of merger or
       consolidation pursuant to sec. 251, 252, 254, 257, 258, 263 and 264
of this title to accept for such stock anything except:     

          a. Shares of stock of the corporation surviving or resulting
          from such merger or consolidation, or depository receipts in
respect thereof;                                  

        b. Shares of stock of any other corporation, or depository
    receipts in respect thereof, which shares of stock (or
            depository receipts in respect thereof) or depository receipts
          at the effective date of the merger or consolidation will be
              either listed on a national securities exchange or designated as
           a national market system security on an interdealer quotation
            system by the National Association of Securities Dealers, Inc.
or held of record by more than 2,000 holders;     

           c. Cash in lieu of fractional shares or fractional depository
             receipts described in the foregoing  subparagraphs a. and b. of
this paragraph; or                                

            d. Any combination of the shares of stock, depository receipts
            and cash in lieu of fractional shares or fractional depository
             receipts described in the foregoing subparagraphs a., b. and c.
of this paragraph.                                

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(3) In the event all of the stock of a subsidiary Delaware  
       corporation party to a merger effected under sec. 253 of this title
   is not owned by the parent corporation immediately prior to the
     merger, appraisal rights shall be available for the shares of the
subsidiary Delaware corporation.                            

  (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any    
class or series of its stock as a result of an amendment to its certificate of  
incorporation, any merger or consolidation in which the corporation is a        
constituent corporation or the sale of all or substantially all of the assets   
of the corporation. If the certificate of incorporation contains such a         
provision, the procedures of this section, including those set forth in         
subsections (d) and (e) of this section, shall apply as nearly as is            
practicable.                                                                    

(d)   Appraisal rights shall be perfected as follows:                 

        (1) If a proposed merger or consolidation for which appraisal rights
        are provided under this section is to be submitted for approval at a
         meeting of stockholders, the corporation, not less than 20 days prior
         to the meeting, shall notify each of its stockholders who was such on
     the record date for such meeting with respect to shares for which
     appraisal rights are available pursuant to subsections (b) or (c)
    hereof that appraisal rights are available for any or all of the
     shares of the constituent corporations, and shall include in such
      notice a copy of this section. Each stockholder electing to demand
   the appraisal of such stockholder's shares shall deliver to the
corporation, before the taking of the vote on the merger or 
       consolidation, a written demand for appraisal of such stockholder's
       shares. Such demand will be sufficient if it reasonably informs the
corporation of the identity of the stockholder and that the 
stockholder intends thereby to demand the appraisal of such 
stockholder's shares. A proxy or vote against the merger or 
   consolidation shall not constitute such a demand. A stockholder
        electing to take such action must do so by a separate written demand
       as herein provided. Within 10 days after the effective date of such
         merger or consolidation, the surviving or resulting corporation shall
   notify each stockholder of each constituent corporation who has
  complied with this subsection and has not voted in favor of or
        consented to the merger or consolidation of the date that the merger
or consolidation has become effective; or                   

        (2) If the merger or consolidation was approved pursuant to sec. 228
   or sec. 253 of this title, each constituent corporation, either
      before the effective date of the merger or consolidation or within
         ten days thereafter, shall notify each of the holders of any class or
       series of stock of such constituent corporation who are entitled to
       appraisal rights of the approval of the merger or consolidation and
     that appraisal rights are available for any or all shares of such
       class or series of stock of such constituent corporation, and shall
        include in such notice a copy of this section; provided that, if the
   notice is given on or after the effective date of the merger or
 consolidation, such notice shall be given by the surviving or
       resulting corporation to all such holders of any class or series of
     stock of a constituent corporation that are entitled to appraisal
         rights. Such notice may, and, if given on or after the effective date
        of the merger or consolidation, shall, also notify such stockholders
         of the effective date of the merger or consolidation. Any stockholder
      entitled to appraisal rights may, within 20 days after the date of
   mailing of such notice, demand in writing from the surviving or
     resulting corporation the appraisal of such holder's shares. Such
         demand will be sufficient if it reasonably informs the corporation of
    the identity of the stockholder and that the stockholder intends
    thereby to demand the appraisal of such holder's shares. If such
   notice did not notify stockholders of the effective date of the
         merger or consolidation, either (i) each such constituent corporation
         shall send a second notice before the effective date of the merger or
         consolidation notifying each of the holders of any class or series of
        stock of such constituent corporation that are entitled to appraisal
       rights of the effective date of the merger or consolidation or (ii)
   the surviving or resulting corporation shall send such a second
        notice to all such holders on or within 10 days after such effective
         date; provided, however, that if such second notice is sent more than
         20 days following the sending of the first notice, such second notice
      need only be sent to each stockholder who is entitled to appraisal
    rights and who has demanded appraisal of such holder's shares in
     accordance with this subsection. An affidavit of the secretary or
        assistant secretary or of the transfer agent of the corporation that
     is required to give either notice that such notice has been given
        shall, in the absence of fraud, be prima facie evidence of the facts
         stated therein. For purposes of determining the stockholders entitled
      to receive either notice, each constituent corporation may fix, in

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       advance, a record date that shall be not more than 10 days prior to
       the date the notice is given, provided, that if the notice is given
      on or after the effective date of the merger or consolidation, the
        record date shall be such effective date. If no record date is fixed
        and the notice is given prior to the effective date, the record date
        shall be the close of business on the date next preceding the day on
which the notice is given.                                  

(e) Within 120 days after the effective date of the merger or         
consolidation, the surviving or resulting corporation or any stockholder who    
has complied with subsections (a) and (d) hereof and who is otherwise entitled  
to appraisal rights, may file a petition in the Court of Chancery demanding a   
determination of the value of the stock of all such stockholders.               
Notwithstanding the foregoing, at any time within 60 days after the effective   
date of the merger or consolidation, any stockholder shall have the right to    
withdraw such stockholder's demand for appraisal and to accept the terms        
offered upon the merger or consolidation. Within 120 days after the effective   
date of the merger or consolidation, any stockholder who has complied with the  
requirements of subsections (a) and (d) hereof, upon written request, shall be  
entitled to receive from the corporation surviving the merger or resulting from 
the consolidation a statement setting forth the aggregate number of shares not  
voted in favor of the merger or consolidation and with respect to which demands 
for appraisal have been received and the aggregate number of holders of such    
shares. Such written statement shall be mailed to the stockholder within 10     
days after such stockholder's written request for such a statement is received  
by the surviving or resulting corporation or within 10 days after expiration of 
the period of delivery of demands for appraisal under subsection (d) hereof,    
whichever is later.                                                             

 (f) Upon the filing of any such petition by a stockholder, service of a
copy thereof shall be made upon the surviving or resulting corporation, which   
shall within 20 days after such service file in the office of the Register in   
Chancery in which the petition was filed a duly verified list containing the    
names and addresses of all stockholders who have demanded payment for their     
shares and with whom agreements as to the value of their shares have not been   
reached by the surviving or resulting corporation. If the petition shall be     
filed by the surviving or resulting corporation, the petition shall be          
accompanied by such a duly verified list. The Register in Chancery, if so       
ordered by the Court, shall give notice of the time and place fixed for the     
hearing of such petition by registered or certified mail to the surviving or    
resulting corporation and to the stockholders shown on the list at the          
addresses therein stated. Such notice shall also be given by 1 or more          
publications at least 1 week before the day of the hearing, in a newspaper of   
general circulation published in the City of Wilmington, Delaware or such       
publication as the Court deems advisable. The forms of the notices by mail and  
by publication shall be approved by the Court, and the costs thereof shall be   
borne by the surviving or resulting corporation.                                

(g) At the hearing on such petition, the Court shall determine the    
stockholders who have complied with this section and who have become entitled   
to appraisal rights. The Court may require the stockholders who have demanded   
an appraisal for their shares and who hold stock represented by certificates to 
submit their certificates of stock to the Register in Chancery for notation     
thereon of the pendency of the appraisal proceedings; and if any stockholder    
fails to comply with such direction, the Court may dismiss the proceedings as   
to such stockholder.                                                            

    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any        
element of value arising from the accomplishment or expectation of the merger   
or consolidation, together with a fair rate of interest, if any, to be paid     
upon the amount determined to be the fair value. In determining such fair       
value, the Court shall take into account all relevant factors. In determining   
the fair rate of interest, the Court may consider all relevant factors,         
including the rate of interest which the surviving or resulting corporation     
would have had to pay to borrow money during the pendency of the proceeding.    
Upon application by the surviving or resulting corporation or by any            
stockholder entitled to participate in the appraisal proceeding, the Court may, 
in its discretion, permit discovery or other pretrial proceedings and may       
proceed to trial upon the appraisal prior to the final determination of the     
stockholder entitled to an appraisal. Any stockholder whose name appears on the 
list filed by the surviving or resulting corporation pursuant to subsection (f) 
of this section and who has submitted such stockholder's certificates of stock  
to the Register in Chancery, if such is required, may participate fully in all  
proceedings until it is finally determined that such stockholder is not         
entitled to appraisal rights under this section.                                

B-3 

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 (i) The Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to    
the stockholders entitled thereto. Interest may be simple or compound, as the   
Court may direct. Payment shall be so made to each such stockholder, in the     
case of holders of uncertificated stock forthwith, and the case of holders of   
shares represented by certificates upon the surrender to the corporation of the 
certificates representing such stock. The Court's decree may be enforced as     
other decrees in the Court of Chancery may be enforced, whether such surviving  
or resulting corporation be a corporation of this State or of any state.        

  (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon        
application of a stockholder, the Court may order all or a portion of the       
expenses incurred by any stockholder in connection with the appraisal           
proceeding, including, without limitation, reasonable attorney's fees and the   
fees and expenses of experts, to be charged pro rata against the value of all   
the shares entitled to an appraisal.                                            

  (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of  
this section shall be entitled to vote such stock for any purpose or to receive 
payment of dividends or other distributions on the stock (except dividends or   
other distributions payable to stockholders of record at a date which is prior  
to the effective date of the merger or consolidation); provided, however, that  
if no petition for an appraisal shall be filed within the time provided in      
subsection (e) of this section, or if such stockholder shall deliver to the     
surviving or resulting corporation a written withdrawal of such stockholder's   
demand for an appraisal and an acceptance of the merger or consolidation,       
either within 60 days after the effective date of the merger or consolidation   
as provided in subsection (e) of this section or thereafter with the written    
approval of the corporation, then the right of such stockholder to an appraisal 
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the      
Court of Chancery shall be dismissed as to any stockholder without the approval 
of the Court, and such approval may be conditioned upon such terms as the Court 
deems just.                                                                     

(l) The shares of the surviving or resulting corporation to which the 
shares of such objecting stockholders would have been converted had they        
assented to the merger or consolidation shall have the status of authorized and 
unissued shares of the surviving or resulting corporation. (Last amended by Ch. 
349, L.'96, eff. 7-1-96).                                                       

B-4 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14C’ Filing		Date		First		Last			Other Filings
Filed on:		6/14/00
		5/30/00		24
		5/23/00		2		11
		5/19/00		24
		5/12/00		8		24			10-Q
		4/27/00		8		24
		4/19/00		1		11			SC 14D9,  SC TO-T
		4/15/00		12		32
		4/14/00		16		32			10-K
		4/13/00		11					8-K
		4/12/00		11
		4/11/00		11
		4/10/00		11
		4/7/00		2		31			SC TO-C
		4/6/00		11		31
		4/5/00		12		17
		4/4/00		11
		3/31/00		11		32			10-Q,  NT 10-K
		3/30/00		6		28			SC 13G/A
		3/29/00		11
		3/28/00		11
		3/27/00		11
		3/23/00		10		16
		3/20/00		10
		3/17/00		17
		3/16/00		17
		3/5/00		10
		1/20/00		10
		1/10/00		14
		12/31/99		16		32			10-K,  10-K/A,  NT 10-K
		12/1/99		10					5
		6/30/98		16		17			10-Q,  10-Q/A,  8-K
		1/1/97		19
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