Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3 Registration Statement for Securities Offered 32 172K
Pursuant to a Transaction
2: EX-1.1 Debt Underwriting Agreement 22 96K
3: EX-1.2 Equity Underwriting Agreement 25 117K
4: EX-4.3 Common Stock Certificate 2 12K
5: EX-4.8 Rights Agreement 91 192K
6: EX-5 Opinion of Clark,Ladner,Fortenbaugh & Young 4 18K
7: EX-8 Opinion of Clark,Ladner,Fortenbaugh & Young 2 10K
8: EX-12.1 Computation of Ratios to Fixed Charges 1 10K
9: EX-12.2 Computation of Ratios to Fixed Charges & Dividends 2± 10K
10: EX-23.1 Consent of Ernst & Young 1 7K
11: EX-23.2 Consent of Ernst & Young 1 7K
12: EX-24 Power of Attorney 2± 13K
13: EX-25 T-1 7 28K
S-3 — Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents
As Filed with the Securities and Exchange Commission on April 22, 1994
Registration No.------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
V.F. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1180120
(State of Incorporation) (I.R.S. Employer Identification No.)
1047 North Park Road
Wyomissing, Pennsylvania 19610
(610) 378-1151
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive office)
LORI M. TARNOSKI
VICE PRESIDENT AND SECRETARY
V.F. CORPORATION
1047 North Park Road
Wyomissing, Pennsylvania 19610
(610) 378-1151
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
[Download Table]
Aloysius T. Lawn, IV, Esq. Andrew D. Soussloff, Esq.
Clark, Ladner, Fortenbaugh & Young Sullivan & Cromwell
One Commerce Square, 2005 Market Street 125 Broad Street
Philadelphia, PA 19103 New York, NY 10004
(215) 241-1800 (212) 558-4000
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box:
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box: X
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of each class of to be Offering Price Aggregate Offering Registration
securities to be registered Registered(1) per Unit(1)(2) Price(1)(2) Fee(1)
Debt Securities.............. )
)
Preferred Stock, par value )
$1.00 per share............ )
)
Common Stock, without par )
value(4)................... } $400,000,000(3) 100% $400,000,000 $137,932
)
Debt Warrants................ )
)
Preferred Stock Warrants..... )
)
Common Stock Warrants........ )
(1) Pursuant to Rule 457(o) under the Securities Act of 1933, which permits
the registration fee to be calculated on the basis of the maximum offering
price of all the securities listed, the table does not specify
by each class information as to the amount to be registered, proposed maximum
offering price per Unit or proposed maximum aggregate offering price. There
are being registered hereunder such presently indeterminate principal amount or
number of Debt Securities, shares of Preferred Stock, shares of Common Stock,
Debt Warrants, Preferred Stock Warrants and Common Stock Warrants as may be
offered from time to time, with an aggregate initial offering price not to
exceed $400,000,000, plus an indeterminate number of shares as may be issued
upon conversion of Debt Securities or Preferred Stock for which no separate
consideration will be received.
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
(3) Or, if any such securities are issued at original issue discount, such
greater principal amount as shall result in an aggregate initial offering price
of $400,000,000.
(4) Includes rights to purchase Series A Junior Participating Preferred Stock.
Prior to the occurrence of certain events, rights to purchase Series A Junior
Participating Preferred Stock will not be exercisable or evidenced separately
from the Common Stock.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
Subject to Completion, Dated April 22, 1994
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V.F. CORPORATION
Debt Securities
Preferred Stock
Common Stock
Warrants
The Company may offer from time to time, in one or more series, securities
having an aggregate initial offering price not to exceed $400,000,000,
consisting of: (i) debt securities, consisting of debentures, notes and/or
other unsecured evidences of indebtedness (the "Debt Securities") and warrants
to purchase the Debt Securities (the "Debt Warrants"); (ii) shares of preferred
stock, par value $1.00 per share, (the "Preferred Stock") and warrants to
purchase shares of Preferred Stock (the "Preferred Stock Warrants"); and (iii)
shares of common stock, without par value, (the "Common Stock") and warrants to
purchase shares of Common Stock (the "Common Stock Warrants"). The Debt
Securities, Preferred Stock, Common Stock, Debt Warrants, Preferred Stock
Warrants and Common Stock Warrants (such Warrants, collectively the "Securities
Warrants") offered hereby (collectively, the "Offered Securities") may be
offered, separately or together, in separate series, in amounts, at prices and
on terms to be determined at the time of sale and to be set forth in a
supplement to this Prospectus (a "Prospectus Supplement").
The specific terms of the Offered Securities in respect of which this
Prospectus is being delivered will be set forth in the accompanying Prospectus
Supplement, such as: (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, denominations, maturity, priority,
premium, if any, rate (which may be fixed or variable) and time of payment of
any interest, terms for any redemption at the option of the Company or the
holder, terms for any sinking fund payments, listing on any securities
exchanges, initial public offering price, the form of the Debt Securities
(which may be in registered or permanent global form) and any other terms in
connection with the offer and sale of the Debt Securities, (ii) in the case of
Preferred Stock, the specific title, number of shares or fractional interests
therein, initial public offering price, dividend rate (or method of
calculation), dividend payment dates, liquidation provisions, preferences, any
redemption or sinking fund provisions, listing on any securities exchanges, any
conversion or exchange provisions, voting and any other terms in connection
with the offer and sale of the Preferred Stock; (iii) in the case of Common
Stock, the number of shares, and initial public offering price and other terms
in connection with the offer and sale of Common Stock; and (iv) in the case of
Securities Warrants, the duration, initial public offering price, exercise
dates, exercise price, detachability and other terms in connection with the
offer and sale of Securities Warrants.
The Company may sell the Offered Securities through underwriters or
dealers, directly to other purchasers or through agents. See "Plan of
Distribution". Such underwriters may include Goldman, Sachs & Co. and J.P.
Morgan Securities Inc. or may be a group of underwriters represented by
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. or other firms may also act as agents. The
accompanying Prospectus Supplement sets forth the names of any underwriters or
agents involved in the sale of the Offered Securities in respect of which this
Prospectus is being delivered, the principal amounts, if any, to be purchased
by underwriters and the compensation, if any, of such underwriters or agents.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
---------
Goldman, Sachs & Co. J.P. Morgan Securities Inc.
The date of this Prospectus is April __, 1994.
AVAILABLE INFORMATION
V.F. Corporation (the "Company") is subject to the information
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices at Seven World Trade Center, New York, New York 10048, and at
Northwest Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained upon written request addressed
to the Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Company's Common Stock is
listed on the New York Stock Exchange and The Pacific Stock Exchange, and
reports, proxy statements and other information filed by the Company may be
inspected and copied at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 or The Pacific Stock Exchange, Inc., 115
Sansone Street, 8th Floor, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-5256) pursuant to Section 13 of the Exchange Act are incorporated herein by
reference:
1. Annual Report on Form 10-K for the fiscal year ended January 1,
1994 (the "1993 Form 10-K"); and
2. Current Report on Form 8-K, dated January 19, 1994
(the "Form 8-K"); and
3. Amendment to Current Report on Form 8-K/A, dated
January 19, 1994 (the "Form 8-K/A"); and
4. The Company's Registration Statement on Form 8-A dated
February 27, 1965 filed pursuant to Section 12(g) of the
Exchange Act and the Company's Registration Statements on Form 8-
A dated May 8, 1987 and January 25, 1988 filed pursuant to
Section 12(b) of the Exchange Act, which contain descriptions of
the Common Stock and certain rights relating to the Common
Stock, including any amendment or reports filed for the purpose
of updating such descriptions; and
5. Current Report on Form 8-K, dated April 6, 1994 (the "April
Form 8-K").
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any document subsequently filed with the Commission
which also is or is deemed to be incorporated by reference herein modifies or
supersedes 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 Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the
written or oral request of such person, a copy of any or all of the documents
described above and incorporated herein by reference (not including exhibits
thereto unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates). Written or
telephone requests should be directed to Secretary, V.F. Corporation, P.O. Box
1022,
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Reading, Pennsylvania 19603 (tel. 610-378-1151) or to the Company, c/o
Registration Department, Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Donald T. Hansen (tel. 212-902-6685) or c/o J.P. Morgan
Securities Inc., 60 Wall Street, 44th Floor, New York, New York 10260,
Attention: Prospectus Department (tel. 212-648-9922).
THE COMPANY
The Company, organized in 1899, through its operating subsidiaries,
designs, manufactures and markets apparel in five business groups: Jeanswear,
Decorated Knitwear, Intimate Apparel, Playwear and Specialty Apparel.
JEANSWEAR
The Jeanswear business group consists of the Lee and Wrangler
subsidiaries in the United States and in international markets, primarily in
Europe. These companies design, manufacture and market jeanswear and other
casual apparel for men, women and youth primarily under the Lee(R),
Wrangler(R), Rustler(R) and Riders brand names in the United States and under
the Lee(R), Wrangler(R) and Maverick(R) labels in Europe. This business group
also includes Girbaud, which designs and markets licensed jeanswear and other
casual apparel in the United States under the Marithe & Francois Girbaud(R)
label.
DECORATED KNITWEAR
The Decorated Knitwear business group consists of licensed, branded and
private label fleece and T-shirts. Nutmeg and the sports apparel division of
H. H. Cutler, both acquired in January 1994, design, manufacture and market
imprinted knitwear apparel under licenses granted by the four major American
professional sports leagues and most major American colleges and universities.
The college division of JanSport also markets imprinted knitwear products under
licenses granted by major colleges and universities. The Bassett-Walker
subsidiary produces branded knitwear products under Lee(R) and certain other
Company labels, private label products, and also a significant portion of the
blank fleece and T-shirt needs of Nutmeg, H. H. Cutler and JanSport.
INTIMATE APPAREL
Vanity Fair Mills designs, manufactures and markets body fashions,
daywear, sleepwear and loungewear under the Vanity Fair(R) and Vassarette(R)
brand names and has developed private label lingerie and sportswear programs
with major retailers. Barbizon(R) brand sleepwear and loungewear products are
marketed through a chain of leased retail stores. Also included in this
business group are international intimate apparel operations. Internationally,
intimate apparel is designed, manufactured and marketed for distribution
primarily in France in department and specialty stores under the Lou, Bolero
and Silhouette brand names and in discount stores under the Variance, Carina
and Siltex brand names. In Spain, intimate apparel is marketed in department
and specialty stores under the Gemma, Intima Cherry and Belcor brand names.
PLAYWEAR
The Playwear business group consists of Healthtex, the playwear and
sleepwear divisions of H. H. Cutler and the preschool sizes of Lee and Wrangler
in the United States. These companies design, manufacture and market
children's clothing primarily under the Healthtex(R), Lee(R), Wrangler(R) and
Rustler(R) brands and also under licenses granted by Walt Disney, Fisher-Price
and various other companies.
SPECIALTY APPAREL
This business group consists primarily of the Red Kap and Jantzen
subsidiaries and the equipment division of JanSport. Red Kap is a leading
producer of occupational and career apparel sold primarily under the Red Kap(R)
label. Jantzen designs, manufactures and markets men's and women's swimwear
and sportswear, including sweaters and coordinated tops and bottoms, primarily
under the Jantzen(R) trademark. The equipment division of JanSport designs,
manufactures and markets JanSport(R) brand daypacks and
backpacking/mountaineering gear.
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USE OF PROCEEDS
Except as otherwise may be disclosed in the Prospectus Supplement, the net
proceeds from the sale of the Offered Securities offered hereby will be used
for general corporate purposes, including reduction of outstanding indebtedness
and to finance possible acquisitions. As of April 2, 1994, the Company had
outstanding commercial paper and other short-term indebtedness of $546.6
million.
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SUMMARY FINANCIAL INFORMATION OF THE COMPANY
The following selected financial data (except for the ratio of earnings
to fixed charges and the ratio of earnings to combined fixed charges and
preferred stock dividends) are derived from the consolidated financial
statements of the Company which have been audited by Ernst & Young,
independent auditors. The data should be read in conjunction with the
consolidated financial statements, related notes, and other financial
information incorporated by reference herein.
[Enlarge/Download Table]
Fiscal Years Ended
January 1, January 2, January 4, December 29, December 30,
1994 1993 1992 1990 1989
---------- ---------- ---------- ------------ ------------
(dollars in millions, except per share data)
Income Statement
Data:
Net sales $4,320 $3,824 $2,952 $2,613 $2,533
Operating income 432 429 304 207 313
Interest expense 73 71 69 76 46
Other income, net 41 18 28 12 17
Income before
income taxes 400 376 263 143 284
Income taxes 154 139 102 62 108
Net income 246 237 161 81 176
Ratio of earnings to
fixed charges(1) 5.4x 5.5x 4.4x 2.7x 6.1x
Ratio of earnings to combined
fixed charges and preferred
stock dividends(2) 5.2x 5.2x 4.1x 2.6x 6.1x
Per Common Share Data:
Earnings - Primary $3.80 $3.97 $2.75 $1.35 $2.72
Earnings - Fully diluted 3.71 3.85 2.62 1.33 2.70
Cash dividends 1.22 1.11 1.02 1.00 .91
Average number of common and
common equivalent shares:
Primary 64,011 58,608 57,152 57,122 64,803
Fully diluted 66,025 60,988 60,472 59,162 65,182
Balance Sheet Data
(at end of period):
Working capital $840 $682 $560 $473 $548
Intangible assets 575 555 422 427 432
Total assets 2,877 2,712 2,127 1,853 1,890
Short-term debt 36 126 6 33 85
Current portion of long-term
debt 110 54 103 52 12
Long-term debt 528 768 583 585 638
Redeemable preferred
stock 63 64 65 65 --
Deferred contribution
to employee stock
ownership plan (48) (52) (57) (61) --
Common shareholders'
equity 1,547 1,154 938 823 820
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Cash Flow Data:
Depreciation $107 $91 $76 $81 $73
Amortization of
intangible assets 19 17 15 17 18
(1) For purposes of this ratio, fixed charges consist of interest expense,
capitalized interest and one-third of rental expense, which
approximates the interest factor of such rental expense.
(2) For purposes of this ratio, fixed charges consist of interest expense,
capitalized interest and one-third of rental expense, which approximates
the interest factor of such rental expense. Preferred stock dividends
relate to the outstanding Series B Preferred Stock held by the Employee
Stock Ownership Plan.
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DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions of
the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
and the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating
to such Debt Securities.
Offered Debt Securities (as defined below) are to be issued under an
Indenture (the "Indenture"), dated as of January 1, 1987, as supplemented by a
First Supplemental Indenture dated September 1, 1989, between the Company,
Morgan Guaranty Trust Company of New York, as retiring Trustee, and United
States Trust Company of New York, as successor Trustee (the "Trustee") and a
Second Supplemental Indenture, dated as of April 1, 1994, between the Company
and the Trustee. The statements under this caption relating to the Debt
Securities and the Indenture are summaries and do not purport to be complete.
Such summaries make use of terms defined in the Indenture and are qualified in
their entirety by express reference to the Indenture and the cited provisions
thereof, the form of which is filed as an exhibit to the Registration Statement.
General
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of Debt Securities
which may be issued thereunder and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
Debt Securities offered thereby (the "Offered Debt Securities") for the
following terms of the Offered Debt Securities: (1) the title of the Offered
Debt Securities; (2) any limit on the aggregate principal amount of the Offered
Debt Securities; (3) the date or dates on which the Offered Debt Securities
will mature; (4) the rate or rates (which may be fixed or variable) per annum
at which the Offered Debt Securities will bear interest, if any, and the date
or dates from which such interest will accrue; (5) the dates on which such
interest, if any, will be payable and the regular record dates for such
interest payment dates; (6) the place or places where principal of (and
premium, if any) and interest on Offered Debt Securities shall be payable; (7)
any mandatory or optional sinking fund or analogous provisions; (8) if
applicable, the price at which, the periods within which, and the terms and
conditions upon which the Offered Debt Securities may, pursuant to any optional
or mandatory redemption provisions, be redeemed at the option of the Company;
(9) if applicable, the terms and conditions upon which the Offered Debt
Securities may be repayable prior to final maturity at the option of the holder
thereof (which option may be conditional); (10) the portion of the principal
amount of the Offered Debt Securities, if other than the principal amount
thereof, payable upon acceleration of maturity thereof; (11) the currency of
payment of principal of and premium, if any, and interest on the Offered Debt
Securities; (12) any index used to determine the amount of payments of
principal of and premium, if any, and interest on the Offered Debt Securities;
and (13) any other terms of the Offered Debt Securities. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities are to be issued as registered securities without
coupons in denominations of $1,000 or any integral multiple of $1,000. (Section
302) No service charge will be made for any transfer or exchange of such
Offered Debt Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Section 305)
Debt Securities may be issued under the Indenture as Original Issue Discount
Securities to be offered and sold at a substantial discount below their stated
principal amount. Federal income tax consequences and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto. "Original Issue Discount Securities" means any Debt Securities which
provide for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof. (Section
101)
Certain Covenants of the Company
Limitations on Secured Debt. The Company will not, and it will not permit
any Subsidiary to, issue, assume or guarantee any Debt secured by a Mortgage
upon any Principal Property or on any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Restricted Subsidiary ranking equally with the Debt Securities then
existing or thereafter created) shall be secured equally and ratably with such
Debt, except that the foregoing restrictions shall not apply to (i) Mortgages
on property, shares of stock or indebtedness of or guaranteed by any
corporation existing at the time such corporation becomes a Restricted
Subsidiary; (ii) Mortgages on property existing at the time of acquisition
thereof, or to secure the payment of all or part of the purchase price of such
property, or to secure Debt incurred or guaranteed for the purpose of financing
all or part of the purchase price of such property or construction or
improvements thereon, which Debt is incurred or guaranteed prior to, at the
time of, or within 120 days after the later of such acquisition or completion
of such improvements or construction or commencement of full operation of such
property; (iii) Mortgages securing Debt owing by any Restricted Subsidiary to
the Company or another Restricted Subsidiary; (iv) Mortgages on property of a
corporation existing at the time such corporation is merged into or
consolidated with the Company or a Restricted Subsidiary or at the time of a
purchase, lease or other acquisition of the property of a corporation or firm
as
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an entirety or substantially as an entirety by the Company or a Restricted
Subsidiary; (v) Mortgages on property of the Company or a Restricted Subsidiary
in favor of the United States of America or any State thereof, or any political
subdivision thereof, or in favor of any other country, or any political
subdivision thereof, to secure certain payments pursuant to any contract or
statute or to secure any indebtedness incurred or guaranteed for the purpose of
financing all or any part of the purchase price or the cost of construction of
the property subject to such Mortgages (including, but not limited to,
Mortgages incurred in connection with pollution control industrial revenue bond
or similar financings); (vi) Mortgages existing on the date of the Indenture;
and (vii) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Mortgage referred to in
the foregoing clauses (i) to (vi), inclusive. Notwithstanding the above, the
Company and any one or more Subsidiaries may, without securing the Debt
Securities, issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect
thereto the aggregate amount of Debt which would otherwise be subject to the
foregoing restrictions then outstanding (not including secured Debt permitted
under the foregoing exceptions) at such time does not exceed 10% of the
shareholders' equity of the Company and its consolidated Subsidiaries as of the
end of the latest fiscal year. (Section 1007)
Limitations on Sale and Leaseback Transactions. Sale and leaseback
transactions (except such transactions involving leases for less than three
years, leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or leases of a Principal Property entered into within
120 days after the later of the acquisition, completion of construction or
commencement of full operation of such Principal Property) by the Company or
any Restricted Subsidiary of any Principal Property (whether now owned or
hereafter acquired) are prohibited unless (i) the Company or such Restricted
Subsidiary would be entitled under Section 1007 to issue, assume or guarantee
Debt secured by a Mortgage upon such Principal Property at least equal in
amount to the Attributable Debt in respect of such transaction without equally
and ratably securing the Debt Securities, provided that such Attributable Debt
shall thereupon be deemed to be Debt subject to the provisions described in the
preceding paragraph, or (ii) an amount in cash equal to such Attributable Debt
is applied to the retirement of funded non-subordinated Debt of the Company or
a Restricted Subsidiary. (Section 1008)
Limitations on Consolidation, Merger and Sale of Assets. The Company may not
consolidate with or merge into any other Person (as defined in the Indenture)
or convey, transfer or lease its properties and assets substantially as an
entirety, unless (a) the successor Person is a corporation, partnership or
trust organized and validly existing under the laws of the United States of
America, any State thereof or the District of Columbia and expressly assumes
the Company's obligations on the Debt Securities and under the Indenture; (b)
after giving effect to such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
would occur and be continuing; and (c) after giving effect to such transaction
the Company or successor Person, as the case may be, would not immediately
thereafter have outstanding indebtedness secured by any Mortgage not permitted
by the provisions of Section 1007 or shall have secured the Debt Securities
equally and ratably with (or prior to) any indebtedness secured thereby.
(Section 801)
Certain Definitions. "Principal Property" is defined as any manufacturing
plant or facility located within the United States of America (other than its
territories and possessions) and owned by the Company or any Subsidiary, except
any such plant or facility which, in the opinion of the Board of Directors, is
not of material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole. "Debt" is defined as indebtedness for money
borrowed. "Mortgage" is defined as any mortgage, pledge, lien or other
encumbrance. "Attributable Debt" is defined as the present value (discounted
at the rate of interest implicit in the terms of the lease) of the obligation
of a lessee for net rental payments during the remaining term of any lease.
"Subsidiary" is defined to mean a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by
one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. "Restricted Subsidiary" is defined as a Subsidiary which owns or
leases any Principal Property. (Section 101)
Defeasance and Covenant Defeasance
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series, that the Company may elect either (A) to defease and
be discharged from any and all obligations with respect to such Securities
(except for the obligations to register the transfer or exchange of such
Securities, to replace temporary or mutilated, destroyed, lost or stolen
Securities, to maintain an office or agency in respect of the Securities and to
hold moneys for payment in trust) ("defeasance") or (B) (i) to be released from
its obligations with respect to such Securities under Sections 801
(consolidation, merger and sale of assets), 1005 (maintenance of properties),
1006 (payment of taxes and other claims), 1007 (restrictions upon mortgages),
1008 (restrictions upon sale and leaseback transactions) and 1009 (certificates
of compliance) and (ii) that Sections 501 (4) (as to Sections 801, 1005, 1006,
1007, 1008 and 1009), 501(5), 501(6), 501(7) and 501(8) (if Section 501(8) is
specified in the Prospectus Supplement), as described in clauses (d) through
(g) under "Events of Default" below, shall not be deemed to be Events of
Default under the Indenture with respect to such series ("covenant
defeasance"), upon the deposit with the Trustee (or other qualifying trustee),
in trust for such purpose, of money, and/or U.S. Government Obligations (as
defined) which through the payment of principal and interest in accordance with
their terms will provide money, in an amount sufficient to pay the principal of
(and premium, if any) and interest on such Securities, and any mandatory
sinking fund or analogous payments thereon, on the scheduled due dates
therefor. In the case of defeasance, the Holders of such Securities are
entitled to receive payments in respect of such Securities solely from such
trust. Such
10
a trust may only be established if, among other things, the Company
has delivered to the Trustee an Opinion of Counsel (as specified in the
Indenture) to the effect that the Holders of such Securities will not recognize
income, gain or loss for Federal income tax purposes as a result of such
defeasance or covenant defeasance and will be subject to Federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such defeasance or covenant defeasance had not occurred. Such
Opinion of Counsel, in the case of defeasance under clause (A) above, must
refer to and be based upon a ruling of the Internal Revenue Service or a change
in applicable Federal income tax law occurring after the date of the Indenture.
(Article Thirteen)
Events of Default and Notice Thereof
The Indenture defines the following events as "Events of Default" with
respect to Debt Securities of any series: (a) failure to pay principal of (or
premium, if any) on any Debt Security of that series when due; (b) failure to
pay any interest on any Debt Security of that series when due, continued for 30
days; (c) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series; (d) failure to perform any other covenant of
the Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Debt Securities other than that series),
continued for 60 days after written notice given to the Company by the Trustee
or the holders of at least 10% in principal amount of the Debt Securities
outstanding and affected thereby; (e) acceleration of any Debt aggregating in
excess of $5,000,000 (including Debt Securities of any series other than that
series), if such acceleration has not been rescinded or annulled within 10 days
after written notice given to the Company by the Trustee or the holders of at
least 10% in principal amount of the outstanding Debt Securities of such
serIes; (f) certain events in bankruptcy, insolvency or reorganization of the
Company; and (g) any other Event of Default provided with respect to Debt
Securities of such series. (Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding shall occur and be continuing, either the Trustee or the
holders of at least 25% in principal amount of the outstanding Debt Securities
of that series may declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all Debt
Securities of that series to be due and payable immediately; provided, however,
that under certain circumstances the holders of a majority in aggregate
principal amount of outstanding Debt Securities of that series may rescind or
annul such declaration and its consequences. (Section 502)
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to the principal amount of such Original Issue
Discount Securities due upon the occurrence of any Event of Default and the
continuation thereof.
The Indenture will provide that the Trustee, within 90 days after the
occurrence of a default with respect to any series of Debt Securities, shall
give to the holders of Debt Securities of that series notice of all uncured
defaults known to it (the term default to mean the events specified above
without grace periods), provided that, except in the case of default in the
payment of principal of (or premium, if any) or interest, if any, on any Debt
Security, or in the deposit of any sinking fund payment with respect to any
Debt Securities, the Trustee shall be protected in withholding such notice if
it in good faith determines that the withholding of such notice is in the
interest of the holders of the Debt Securities of such series. (Section 602)
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under Sections 1007 and 1008 of the Indenture or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default. (Section 1009)
The holders of a majority in principal amount of the outstanding Debt
Securities of any series affected will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series,
and to waive certain defaults. (Sections 512 and 513)
The Indenture will provide that in case an Event of Default shall occur and
be continuing, the Trustee shall exercise such of its rights and powers under
the Indenture, and use the same degree of care and skill in their exercise, as
a prudent man would exercise or use under the circumstances in the conduct of
his own affairs. (Section 601) Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request of any of the holders of Debt Securities unless they shall have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request. (Section 603)
Modification of the Indenture
Modifications and amendments of the Indenture may be made by the Company and
the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of each series
issued under the Indenture which are affected by the modification or amendment,
provided that no such modification or amendment may, without the consent of
each holder of such Debt Security affected thereby, (i) change the stated
maturity date of the principal of (or premium, if
11
any) or any installment of
interest, if any, on any such Debt Security; (ii) reduce the principal amount
of (or premium, if any) or the interest, if any, on any such Debt Security or
the principal amount due upon acceleration of an Original Issue Discount
Security; (iii) change the place or currency of payment of principal (or
premium, if any) or interest, if any, on any such Debt Security; (iv) impair
the right to institute suit for the enforcement of any such payment on or with
respect to any such Debt Security; (v) reduce the above-stated percentage of
holders of Debt Securities necessary to modify or amend the Indenture; or (vi)
modify the foregoing requirements or reduce the percentage of outstanding Debt
Securities necessary to waive compliance with, or modify, certain provisions of
the Indenture or for waiver of certain defaults. (Section 902)
Certain Pennsylvania Taxes
The Debt Securities held by or for certain persons, principally individuals
and partnerships resident in Pennsylvania, are subject to the Pennsylvania
Corporate Loans Tax, the annual rate of which is currently $4 per $1,000
principal amount of the Debt Securities held by such persons, and this tax will
be withheld by the Company from interest paid to such persons.
In the opinion of Clark, Ladner, Fortenbaugh & Young, counsel for the
Company, the Debt Securities held by most Pennsylvania residents will not be
subject to the Pennsylvania County Personal Property Tax in effect as of the
date of this Prospectus.
Persons resident in Pennsylvania holding Debt Securities should consult
their tax advisors regarding the applicability of the Pennsylvania Corporate
Loans Tax and the Pennsylvania County Personal Property Tax.
12
DESCRIPTION OF CAPITAL STOCK
General
The following description of the capital stock of the Company does not
purport to be complete and is subject to, and is qualified in its entirety by
reference to, the more complete descriptions thereof set forth in (a) the
Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"); (b) the Company's By-Laws, as amended; (c) the Rights
Agreement dated January 13, 1988 between the Company and Morgan Shareholder
Services Trust Company of New York (now First Chicago Trust Company of New
York), as amended on April 17, 1990 and December 4, 1990 (the "Rights
Agreement"), all of which have been incorporated by reference as exhibits to
the Registration Statement of which this Prospectus is a part; and (d) the
Statement with Respect to Shares relating to each series of Preferred Stock,
which will be filed with the Commission at or prior to the time of offering
such series of Preferred Stock.
The total number of shares of all classes of stock which the Company has the
authority to issue is 175,000,000 shares, consisting of 150,000,000 shares of
Common Stock, without par value, and 25,000,000 shares of Preferred Stock, par
value $1.00 per share.
Common Stock
Holders of shares of Common Stock are entitled (i) to one vote per share
(which is non-cumulative) for the election of directors and upon any other
matter coming before any meeting of shareholders; (ii) to dividends declared by
the Board of Directors; and (iii) upon liquidation, to share in the available
assets of the Company, pro rata, in accordance with their holdings after
payment of all liabilities and obligations and satisfaction of the liquidation
preferences of any shares of the Company's Preferred Stock at the time
outstanding. Holders of shares of Common Stock have no preemptive, redemption,
subscription or conversion rights.
Certain Provisions of the Articles of Incorporation, the By-Laws and
Pennsylvania Law. The Company has a classified Board of Directors pursuant to
which the Board is divided into three classes, and the term of office of one
class expires in each year. The Company's By-Laws provide a nominating
procedure for directors if shareholders wish to make nominations for directors.
Certain provisions of the Company's Articles of Incorporation and By-Laws
require a greater percentage shareholders' vote than a majority of the shares
cast at a meeting at which a quorum of shareholders is present. For example,
removal of directors requires approval by 80% of the votes which all
shareholders would be entitled to cast at any election of directors; the
Company's By-Laws and Articles of Incorporation may be amended, altered,
repealed or new By-Laws or Articles adopted upon receiving approval by at least
80% of the votes entitled to be cast by shareholders, unless the change was
proposed by a majority of "disinterested directors", in which case only a
majority approval vote is required or unless the change was approved by a
majority vote of "disinterested directors".
Under the Pennsylvania Business Corporation Law of 1988 (the "BCL"), certain
business combinations and other transactions, if such transaction involves an
"interested shareholder", as defined in the BCL, must be approved (i) by the
board of directors of the Company prior to the interested shareholder's
"acquisition date", as defined in the BCL; (ii) by (a) the vote of the holders
of the majority of the votes which all shareholders other than the interested
shareholder are entitled to cast at a meeting of shareholders, provided that
(1) the interested shareholder has acquired 80% of all outstanding shares, (2)
the price to be paid in the business combination for the remaining shares will
be equal to the greater of (x) the highest price paid by the interested
shareholder during the period specified in the BCL, and (y) the market value
per common share on the date on which the business combination is announced or
the interested shareholder's acquisition date, whichever is higher, (3) such
price will be in cash or the same form of consideration previously paid by the
interested shareholder for the largest number of shares previously acquired by
it, (4) all remaining shareholders may participate in the business combination
and be paid, and (5) the interested shareholder has not acquired additional
shares after its acquisition date, except as provided in the BCL, or (b) the
affirmative vote of all holders of all outstanding shares of Common Stock;
(iii) by the vote of the holders of the majority of the votes which all
shareholders other than the interested shareholder are entitled to cast at a
meeting of shareholders called for the purpose of approving the business
combination no earlier than five years after the interested shareholder's
acquisition date, or (iv) at a shareholder's meeting called for such purpose no
earlier than five years after the interested shareholder's acquisition date,
provided such business combination meets all of the conditions specified in
(ii) (a) above. In addition to the provisions of the BCL, to which the Company
is subject, the Company's Articles of Incorporation require an 80% vote of the
voting power of all voting stock of the Company to approve certain business
combinations, unless such business combinations meet certain conditions similar
to those required by the BCL, as described above.
The Company has opted out of the provisions of the BCL regarding Control
Share Acquisition and Disgorgement by Certain Controlling Shareholders
Following Attempts to Acquire Control.
The classified Board of Directors, the supermajority voting provisions, the
provisions authorizing the Board to issue Preferred Stock without shareholder
approval, the Rights Agreement (as defined below), the provisions of the Series
A Junior Participating Preferred Stock and the provisions regarding certain
business combinations in the Articles of Incorporation and the By-Laws and
under the BCL could have the effect of delaying, deferring or preventing a
change in control of the Company or the removal of existing management.
13
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Chicago Trust Company of New York, located in New York,
New York.
Rights Plan and Series A Junior Participating Preferred Stock
General. The Company adopted a Rights Plan on January 13, 1988. Each
share of outstanding Common Stock of the Company is accompanied by a "Right".
The terms of the Rights are set forth in a Rights Agreement dated January 13,
1988 between the Company and Morgan Shareholder Services Trust Company of New
York (now First Chicago Trust Company of New York), as amended on April 17,
1990 and December 4, 1990 (the "Rights Agreement"). Each Right entitles the
registered holder to purchase one one-hundredth of a share of Series A Junior
Participating Preferred Stock, par value $1.00 per share (the "Series A
Stock"), for $100 (subject to adjustment). The Series A Stock is not
redeemable and is entitled to a minimum preferential quarterly dividend of $1
per share and an aggregate dividend of 100 times the dividend declared on
Common Stock. Holders of Series A Stock are entitled to a minimum preferential
liquidation payment of $100 per share, provided that such holders shall be
entitled to receive an aggregate amount per share equal to 100 times the
payment made per share of Common Stock. Each share of Series A Stock is
entitled to 100 votes per whole share and votes with the Common Stock. In the
event of any merger, consolidation or other transaction in which Common Stock
is exchanged, Series A Stock is entitled to receive 100 times the amount
received per share of Common Stock. The rights relating to the Series A Stock
are junior to all other classes of Preferred Stock which may be designated by
the Board of Directors pursuant to the Company's Articles of Incorporation.
Prior to the "Distribution Date" (defined below) of the Rights, the Rights are
not exercisable.
The Rights remain attached to and can only be transferred with the Common
Stock until the Distribution Date. The transfer of a share of Common Stock
will constitute the transfer of the accompanying Right until the Distribution
Date. The Distribution Date occurs 10 days following the date when a person or
group of affiliated persons acquires 20% or more of the Company's outstanding
Common Stock or 10 days following the date on which a person commences a tender
or exchange offer for 20% or more of the Company's outstanding Common Stock
unless the Board of Directors delays the Distribution Date as provided in the
Rights Agreement. Upon the Distribution Date, the Rights will become a
security separate from the Common Stock and can then be exercised by the Rights
holder.
The Rights have certain anti-takeover effects. When the Rights become
exercisable, the Rights holder is entitled to purchase a number of shares of
Common Stock at half the then current market price; the Rights held by a person
or affiliated group owning 20% or more of the Company's Common Stock, however,
would be void. In the event of a merger of the Corporation or a sale of 50% or
more of its assets, each Rights holder will be entitled to purchase a certain
number of shares of the acquiror at half the market price of the acquiror's
common shares. The Company's Board of Directors can redeem the Rights at any
time prior to a person acquiring 20% of the Common Stock at $.01 per Right.
The Rights are intended to increase the expense of a person seeking to acquire
the Company without Board of Directors' approval and to dilute the stock
holdings of an acquiror.
Until a Right is exercised, the holder thereof, as such, will have no rights
as a shareholder of the Company, including without limitation, the right to
vote or to receive dividends. The Rights expire on January 13, 1998 unless
they are redeemed prior thereto by the Board of Directors. The Board of
Directors may amend the terms of the Rights without shareholder or Rights
holder approval, unless such amendment would adversely affect the holders of
the Rights.
Section 2513 of the BCL expressly authorizes the adoption of shareholders'
rights plans such as that of the Company.
Taxes. The existence of the Rights does not result in a taxable event to
the Company's shareholders or to the acquirors of Common Stock. Acquirors of
Common Stock should not realize income for federal income tax purposes when the
Rights become exercisable as rights to purchase shares of the Company's Series
A Stock or discounted Common Stock. If the Rights become exercisable to
purchase stock of the acquiror or any person other than the Company, the Rights
may be considered for federal income tax purposes to be exchanged or reissued
for new Rights, and a shareholder may recognize gain or income on the exchange
or reissuance. In this case, the amount of the gain or income would equal the
value of the Rights, reduced by the holder's basis in the Rights, if any.
However, there is a lack of judicial or administrative guidance on the issue.
The foregoing statements with respect to taxes are summaries only and do not
purport to be complete. BECAUSE EACH SHAREHOLDER'S TAX SITUATION VARIES, EACH
SHAREHOLDER SHOULD CONSULT HIS OWN TAX ADVISER WITH REGARD TO THE FOREGOING
NARRATIVE, WHICH SHOULD NOT BE CONSTRUED AS TAX ADVICE. EACH SHAREHOLDER
SHOULD ALSO BE AWARE THAT THE EVENTS DESCRIBED ABOVE ARE PREMISED ON FUTURE
EVENTS THE OUTCOME OF WHICH CANNOT BE PREDICTED AT THIS TIME, PARTICULARLY IN
LIGHT OF UNKNOWN CHANGES IN THE TAX LAW WHICH MAY OCCUR IN THE FUTURE. The
foregoing description of the Rights is qualified in its entirety by reference
to the complete terms of the Rights as set forth in the Rights Agreement. The
Rights Agreement is incorporated by reference as an exhibit to the Registration
Statement of which this Prospectus is a part. A copy of the Rights Agreement
can be obtained as described under "Available Information" or upon written
request to the Rights Agent, First Chicago Trust Company of New York, 30 West
Broadway, 11th Floor, New York, NY 10007.
14
Preferred Stock
The following description of Preferred Stock sets forth certain general
terms and provisions of the series of Preferred Stock to which any Prospectus
Supplement may relate. Certain other terms of any particular series of
Preferred Stock will be described in the Prospectus Supplement relating to such
series of Preferred Stock. If so indicated in the Prospectus Statement
relating thereto, the terms of any such series of Preferred Stock may differ
from the terms set forth below.
General. Under the Articles of Incorporation, the Board of Directors is
authorized to provide for the issuance of up to 25,000,000 shares of Preferred
Stock, par value $1.00 per share, in one or more series, with such voting
powers, full or limited and the number of votes per share, or without voting
powers, and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be established in or pursuant to the resolution
or resolutions providing for the issue thereof to be adopted by the Board of
Directors. Prior to the issuance of each series of Preferred Stock, the Board
of Directors (as used herein the term "Board of Directors" includes any duly
authorized committee thereof) will adopt resolutions creating and designating
such series as a series of Preferred Stock. As of the date of this Prospectus,
the Company has issued and outstanding two series of Preferred Stock consisting
of 2,000,000 shares of Series A Junior Participating Preferred Stock and
2,043,366 shares of Series B ESOP Convertible Preferred Stock as discussed
below.
The shares of Preferred Stock will, when issued, be fully paid and
nonassessable for each share issued. The Preferred Stock will have no
preemptive rights.
Reference is made to the Prospectus Supplement relating to the particular
series of Preferred Stock offered thereby for certain specified terms thereof,
including, without limitation: (i) the specific designation and number of
shares to be issued; (ii) the stated value per share of such Preferred Stock;
(iii) the initial public offering price at which shares of such series of
Preferred Stock will be sold; (iv) the annual rate of dividends on such
Preferred Stock during the initial dividend period with respect thereto and the
date on which such initial dividend period will end; (v) the dividend rate or
rates (or method of calculation); (vi) whether dividends will be cumulative or
non-cumulative; (vii) the minimum and maximum applicable rate for any dividend
period; (viii) the dates on which dividends will be payable, the date from
which dividends will accrue and the record dates for determining the holders
entitled to such dividends; (ix) any redemption or sinking fund provisions; and
(x) any additional dividend, redemption, liquidation or other preference or
rights and qualifications, limitations or restrictions of such Preferred Stock.
Voting Rights. Holders of shares of Preferred Stock will have no voting
rights, except as set forth below or in the Prospectus Supplement relating to a
particular series of Preferred Stock or as otherwise required by applicable
law.
If the equivalent of six quarterly dividends (whether or not declared and
whether or not consecutive) payable on the Preferred Stock of any series issued
hereunder are in arrears (if such stock is cumulative) or have not been paid
(if such stock is non-cumulative), the number of the directors of the Company
will be increased by two and the holders of all outstanding series of the
Preferred Stock, voting as a single class, will have the exclusive right to
elect such additional two directors until all dividends in arrears, whether or
not declared, have been paid or declared and funds set apart for payment (if
such stock is cumulative) or until all such dividends have been paid regularly
for at least a year (if such stock is non-cumulative).
Unless otherwise provided in the Prospectus Supplement, the affirmative vote
or consent of the holders of at least two-thirds of the outstanding shares of
any series of the Preferred Stock, voting as a single class, will be required
(i) for any amendment of the Company's Articles of Incorporation (or any
certificate supplemental thereto providing for the capital stock of the
Company) or By-Laws which would materially and adversely alter or change the
preferences, privileges, rights or powers of the holders of Preferred Stock,
but, in any case in which one or more, but not all, series of Preferred Stock
would be so affected as to their preferences, privileges, rights or powers,
only the consent of holders of at least two-thirds of the shares of each series
that would be so affected, voting separately as a class, will be required in
lieu thereof or (ii) to issue any class of stock which has preference as to
dividends or distribution of assets over any outstanding series of preferred
stock ranking prior to the Preferred Stock.
Dividends. The holders of shares of each series of Preferred Stock will be
entitled to receive, when and as declared by the Board of Directors, out of
funds legally available therefor, cash dividends on such dates and at such rate
or rates (which may be fixed or variable or both) as are set forth in, or as
are determined by the method described in, the Prospectus Supplement relating
to such series of Preferred Stock.
Such dividends may be cumulative or non-cumulative, as provided in the
Prospectus Supplement. If the Board of Directors fails to declare a dividend
payable on a dividend payment date on any series of Preferred Stock for which
dividends are non-cumulative, then the right to receive a dividend in respect
of the dividend period ending on such dividend payment date will be lost, and
the Company will have no obligation to pay the dividend accrued for such
period, whether or not dividends on such series are declared payable on any
future dividend payment dates. Dividends on the shares of each series of
Preferred Stock for which dividends are cumulative will be payable to holders
of record as they appear on the stock register of the Company on the record
dates fixed by the Board of Directors, as specified in the Prospectus
Supplement relating to such series of Preferred Stock.
15
No full dividends will be declared or paid or set apart for payment on
shares of any class or any series ranking, as to dividends, on a parity with or
junior to any series of the Preferred Stock for any period unless full
dividends have been or contemporaneously are declared and paid, or declared and
a sum sufficient for the payment thereof set apart for such payment, on such
series of the Preferred Stock for the then current dividend payment period and,
if such Preferred Stock is cumulative, for all other dividend payment periods
terminating on or before the date of payment of such full dividends. When
dividends are not paid in full upon any series of the Preferred Stock and any
other class or series ranking on a parity as to dividends with such series of
the Preferred Stock, all dividends declared upon such series of the Preferred
Stock and any other class or series ranking on a parity as to dividends will be
declared pro rata so that the amount of dividends declared per share on such
series of the Preferred Stock and such other class or series will in all cases
bear to each other the same ratio that accrued dividends per share on such
series of the Preferred Stock and such other class or series bear to each
other. Except as provided in the preceding sentence, with respect to each
series of cumulative Preferred Stock, unless full cumulative dividends on all
outstanding shares of each series of cumulative Preferred Stock shall have been
paid or concurrently declared and set aside for payment for all past dividend
payment periods, no dividends (other than in shares of Common Stock or another
stock ranking junior to such series of the Preferred Stock as to dividends and
upon liquidation) will be declared or paid or set aside for payment or other
distribution declared or made upon the Common Stock or upon any other stock of
the Company ranking junior to or on a parity with the Preferred Stock of such
series as to dividends or upon liquidation, nor will any Common Stock or any
other stock of the Company ranking junior to or on a parity with such series of
the Preferred Stock as to dividends or upon liquidation be redeemed, purchased
or otherwise acquired for any consideration (or any moneys paid to or made
available for a sinking fund for the redemption of any shares of any such
stock) by the Company (except by conversion into or exchange for stock of the
Company ranking junior to such series of the Preferred Stock as to dividends
and upon liquidation).
The amount of dividends payable for each full dividend period with respect
to any share of Preferred Stock will be computed by annualizing the applicable
dividend rate and dividing by the number of dividend periods in a year and
applying such rate against the stated value of such share, except that the
amount of dividends payable for the initial dividend period or any period
greater or less than a full dividend period shall be computed on the basis of
30-day months, a 360-day year and the actual number of days elapsed in the
period for which a dividend is payable.
Holders of shares of any series of Preferred Stock will not be entitled to
any dividend, whether payable in cash, property or stock, in excess of full
(including accumulated dividends, if any) dividends on shares of such series of
Preferred Stock. No interest, or sum of money in lieu of interest, shall be
payable in respect of any dividend payment or payments which may be in arrears.
Redemption. The shares of any series of Preferred Stock may be redeemable
at the option of the Company and may be subject to mandatory redemption
pursuant to a sinking fund or otherwise, in each case upon the terms, at the
times and at the redemption price set forth in the Prospectus Supplement
relating to such series.
Liquidation Preference. Upon any liquidation, dissolution or winding up of
the Company, the holders of shares of each series of Preferred Stock will be
entitled to receive out of the assets of the Company available for distribution
to stockholders, before any payment or distribution of assets is made on the
Common Stock or on any other class of stock of the Company ranking junior to
the shares of such series upon liquidation, an amount described in the
Prospectus Supplement relating to such series of Preferred Stock plus all
dividends (whether or not earned or declared) accrued and unpaid to the date of
final disposition. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, the assets of the Company available
for distribution to the holders of shares of each series of Preferred Stock and
any other shares of stock of the Company ranking on a parity with shares of
such series of Preferred Stock upon liquidation will not be sufficient to pay
in full all amounts to which such holders are entitled, no such distribution
will be made on account of any shares of any other class or series of capital
stock ranking on a parity as to liquidation preference with the shares of each
series of Preferred Stock upon such dissolution, liquidation or winding up
unless proportionate distributive amounts are paid on account of shares of each
series of Preferred Stock ratably in proportion to the full respective
preferential amounts to which they are entitled. After payment to the holders
of such series of Preferred Stock or the full preferential amounts to which
they are entitled, the holders of shares of such series of Preferred Stock will
have no right or claim to any of the remaining assets of the Company. Neither
the sale, lease or exchange (for cash, shares of stock, securities or other
consideration) of all or substantially all the property or business of the
Company, nor the merger or consolidation of the Company into or with any other
corporation or the merger or consolidation of any other corporation into or
with the Company, will be deemed to be a dissolution, liquidation or winding
up.
Conversion Rights. The shares of any series of Preferred Stock may, as set
forth in the applicable Prospectus Supplement, be convertible, at the option of
the holder of such Preferred Stock, into shares of Common Stock upon the terms
set forth in the Prospectus Supplement relating to such series.
Series B ESOP Convertible Preferred Stock
On January 22, 1990, the Company's Tax-Advantaged Savings Plan for Salaried
Employees (the "Plan") acquired an aggregate 2,105,263.158 shares of Series B
ESOP Convertible Preferred Stock ("ESOP Preferred Stock"). Shares of ESOP
Preferred Stock may be issued only to the Trustee acting on behalf of the ESOP
feature of the Plan or any successor. In the event of any transfer of shares
of ESOP Preferred Stock to other
16
than the Trustee or any successor, the shares
of ESOP Preferred Stock so transferred, upon such transfer and without any
further action by the Company or the holder, will be automatically converted
into shares of Common Stock of the Company on the terms provided for such
conversion (as described below), and no such transferee will have any of the
voting powers, preferences and relative, participating, optional or special
rights ascribed to shares of ESOP Preferred Stock so converted.
Liquidation Rights; Dividends. Shares of ESOP Preferred Stock have a
liquidation preference of $30.875 per share (plus accumulated and unpaid
dividends) and pay cumulative dividends quarterly (on the last day of March,
June, September and December of each year, commencing on March 31, 1990) in an
amount per share equal to $2.084 per share per annum (currently representing an
annual per share dividend yield of 6.75%). So long as shares of ESOP Preferred
Stock remain outstanding, no dividend may be declared or paid or set apart for
payment on any other series of stock of the Company ranking on a parity with
the ESOP Preferred Stock as to dividends unless like dividends have been
declared and paid or set apart for payment on shares of ESOP Preferred Stock.
Moreover, except with respect to (i) dividends payable solely in shares of
stock of the Company ranking, as to dividends or as to distributions upon the
liquidation, dissolution or winding-up of the Company ("Liquidation
Distributions"), junior to the ESOP Preferred Stock or (ii) the acquisition of
any shares of stock of the Company ranking as to dividends or as to Liquidation
Distributions, junior to the ESOP Preferred Stock, in exchange solely for
shares of any other stock ranking as to dividends or as to Liquidation
Distributions, junior to the ESOP Preferred Stock, the Company is prohibited
from declaring or paying or setting apart for payment any dividends or making
any distributions in respect of, or making any payments on account of, the
purchase, redemption or other retirement of any other class of stock or series
thereof of the Company ranking, as to dividends or as to Liquidation
Distributions, junior to the ESOP Preferred Stock, until full cumulative
dividends on the shares of ESOP Preferred Stock shall have been paid or
declared and provided for.
Redemption. Generally, shares of ESOP Preferred Stock may be redeemed, in
whole or in part, at the option of the Company, at an initial redemption price
(payable in cash or securities or a combination thereof) of $32.3354 per share,
declining each succeeding year until after January 22, 2000, whereafter the
redemption price per share will be equal to $30.875 per share; plus, in each
case, an amount equal to all dividends accumulated and unpaid on such share to
the date fixed for redemption.
Moreover, under certain circumstances a holder of shares of ESOP Preferred
Stock (i.e., the Trustee, or any successor) may, upon not less than five days
written notice, elect to require the Company to redeem such shares at a
redemption price equal to the greater of (i) $30.875 per share or (ii) the Fair
Market Value (as defined in the Plan) per share of Common Stock into which the
ESOP Preferred Stock could be converted on the fifth business day prior to the
redemption date, plus in either case an amount equal to all dividends
accumulated and unpaid on such shares to the date fixed for redemption.
Conversion Rights. Shares of ESOP Preferred Stock are, at any time prior to
the close of business on the date fixed for redemption of such shares,
convertible into shares of Common Stock, at a conversion rate initially
equivalent to eight-tenths (.8) of a share of Common Stock for each share of
ESOP Preferred Stock, subject to anti-dilution adjustment under certain
circumstances.
Voting Rights. Holders of each share of ESOP Preferred Stock are entitled
to one vote, voting together as a single class with the holders of Common Stock
on all matters submitted to a vote of shareholders. Holders of shares of ESOP
Preferred Stock enjoy no special voting rights and their consent is not
specially required for the taking of any corporate action; except, that the
vote of the holders of at least 66 2/3% of the outstanding shares of ESOP
Preferred Stock, voting separately as a series, is necessary before certain
actions may be taken which would adversely affect the rights of the ESOP
Preferred Stock.
Additional Rights. Holders of shares of ESOP Preferred Stock have certain
additional rights in the event the Company should (i) consummate a merger,
consolidation or similar transaction ("Extraordinary Transaction") pursuant to
which the outstanding shares of Common Stock are, by operation of law,
exchanged solely for, or changed, reclassified or converted solely into, stock
of any successor or resulting company (including the Company), which stock
constitutes "qualifying employer securities" with respect to a holder of ESOP
Preferred Stock (within the meaning of Section 409(l) of the Code and Section
407(d)(5) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or any successor provisions of law), (ii) consummate any merger,
consolidation or similar business combination or division pursuant to which the
outstanding shares of Common Stock are, by operation of law, exchanged for, or
changed, reclassified or converted into, other stock, securities, cash or any
other property, or any combination thereof, other than any such consideration
constituted solely of qualifying employer securities and cash payments in lieu
of fractional shares, as the case may be, or (iii) enter into any agreement
providing for any merger, consolidation or similar business combination or
division pursuant to which the outstanding shares of Common Stock would upon
consummation thereof, be by operation of law, exchanged for, or changed,
reclassified or converted into, other stock, securities, cash or any other
property, or any combination thereof, other than any such consideration
constituted solely of qualifying employer securities and cash payments in lieu
of fractional shares, as the case may be.
DESCRIPTION OF SECURITIES WARRANTS
17
The Company may issue Securities Warrants for the purchase of Debt
Securities, Preferred Stock or Common Stock. Securities Warrants may be issued
independently or together with Debt Securities or Preferred Stock offered by
any Prospectus Supplement and may be attached to or separate from such Debt
Securities or Preferred Stock. Each series of Securities Warrants will be
issued under a separate warrant agreement (a "Securities Warrant Agreement") to
be entered into between the Company and a warrant agent to be designated by
the Company (the "Securities Warrant Agent"), all as set forth in the
Prospectus Supplement relating to the particular issue of offered Securities
Warrants. The Securities Warrant Agent will act solely as an agent of the
Company in connection with the Securities Warrants and will not assume any
obligation or relationship of agency or trust for or with any holders of
Securities Warrants or beneficial owners of Securities Warrants. Holders of
Securities Warrants (without the consent of the Securities Warrant Agent, any
Trustee, the holders of any Debt Securities, Preferred Stock or Common Stock
issued upon exercise of Securities Warrants for the purchase of Debt
Securities, Preferred Stock or Common Stock, respectively, or the holder of any
other Securities Warrants) may, on their own behalf and for their own benefit,
enforce, and may institute and maintain any suit, action or proceeding against
the Company suitable to enforce or otherwise in respect of, their rights to
exercise Securities Warrants.
Reference is made to the Prospectus Supplement relating to any particular
issue of Securities Warrants for the terms of such Securities Warrants,
including, where applicable: (i) the initial public offering price of such
Securities Warrants; (ii) the title and terms of any Debt Securities or
Preferred Stock with which such Securities Warrants are issued, the number of
such Securities Warrants issued with each Debt Security or Preferred Stock
offered and the date, if any, on or after such Securities Warrants and the
related Debt Securities or Preferred Stock will be separately transferable;
(iii) the designation, aggregate principal amount, denominations and terms of
the series of Debt Securities purchasable upon exercise of Securities Warrants
to purchase Debt Securities and the price at which such Debt Securities may be
purchased upon such exercise; (iv) the designation, number, stated value and
terms (including, without limitation, liquidation, dividend conversion and
voting rights) of the series of Preferred Stock purchasable upon exercise of
Securities Warrants to purchase Preferred Stock and the price at which such
number of shares of Preferred Stock of such series may be purchased upon such
exercise; (v) the number of shares of Common Stock purchasable upon the
exercise of Securities Warrants to purchase Common Stock and the price at which
such number of shares of Common Stock may be purchased upon such exercise; (vi)
the date on which the right to exercise such Securities Warrants shall commence
and the date (the "Expiration Date") on which such right shall expire; (vii)
U.S. federal income tax consequences applicable to such Securities Warrants;
and (viii) any other terms of such Securities Warrants. Securities Warrants
will be issued in registered form only. The exercise price for Securities
Warrants may be subject to adjustment in accordance with the applicable
Prospectus Supplement.
Unless otherwise provided in the related Prospectus Supplement, each
Securities Warrant will entitle the holder thereof to purchase such principal
amount of Debt Securities or such number of shares of Preferred Stock or Common
Stock, as the case may be, at such exercise price as shall in each case be set
forth in, or calculable from, the Prospectus Supplement relating to the offered
Securities Warrants, which exercise price may be subject to adjustment upon the
occurrence of certain events as set forth in such Prospectus Supplement. After
the close of business on the Expiration Date (or such later date to which such
Expiration Date may be extended by the Company), unexercised Securities
Warrants will become void. The place or places where, and the manner in which,
Securities Warrants may be exercised will be specified in the Prospectus
Supplement relating to such Securities Warrants.
Prior to the exercise of any Securities Warrants to purchase Debt
Securities, holders of such Securities Warrants will not have any of the rights
of holders of the Debt Securities purchasable upon such exercise, including the
right to receive payments of principal of, premium, if any, or interest on the
Debt Securities purchasable upon such exercise or to enforce covenants in the
applicable Indenture. Prior to the exercise of any Securities Warrants to
purchase Preferred Stock or Common Stock, holders of such Securities Warrants
will not have any rights of holders of the Preferred Stock or Common Stock
purchasable upon such exercise, including the right to receive payments of
dividends, if any, on the Preferred Stock or Common Stock purchasable upon such
exercise or to exercise any applicable right to vote.
Unless otherwise provided in the related Prospectus Supplement, each
Securities Warrant Agreement may be amended by the Company and the Securities
Warrant Agent (i) without the consent of the holders of Securities Warrants for
the purpose of curing any ambiguity, curing, correcting or supplementing any
defective provision contained therein or making such provisions with respect to
matters or questions arising thereunder as the Company and the Securities
Warrant Agent may deem necessary or desirable, provided that such action will
not have a material adverse effect on the interests of the holders of
Securities Warrants and (ii) with the consent of the holders of not less than a
majority of the Securities Warrants then outstanding and unexercised for any
other reason.
18
PLAN OF DISTRIBUTION
The Company may sell the Offered Securities (i) to or through underwriters
or dealers, (ii) directly to other purchasers or (iii) through agents. Such
underwriters may include Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. may also act as agents.
The applicable Prospectus Supplement will set forth the terms of the offerings
of any Offered Securities, including the method of distribution, the name or
names of any underwriters, dealers or agents, any managing underwriter or
underwriters, the purchase price of the securities and the proceeds to the
Company from the sale, any underwriting discounts and other items constituting
underwriters and agents' compensation and any discounts and concessions
allowed, reallowed or paid to dealers or agents. Any initial public offering
price and any discount or concessions allowed, reallowed or paid to dealers may
be changed from time to time. The expected time of delivery of the Offered
Securities in respect of which this Prospectus is delivered will be set forth
in the applicable Prospectus Supplement.
The distribution of the Offered Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
Sales of shares of Common Stock that may be offered hereby may be effected
from time to time in one or more transactions on the New York Stock Exchange
("NYSE") or in negotiated transactions or a combination of such methods of
sale, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at other negotiated prices. In connection
with distributions of shares of Common Stock or otherwise, the Company may
enter into hedging transactions with broker-dealers in connection with which
such broker-dealers may sell shares of Common Stock registered hereunder in
the course of hedging through short sales the positions they assume with the
Company.
In connection with the sale of the Offered Securities, underwriters may
receive compensation from the Company or from purchasers of the Offered
Securities for whom they may act as agents in the form of discounts,
concessions or commissions. Underwriters may sell the Offered Securities to or
through dealers, and such dealers may receive compensation in the form of
discounts, concessions or commissions from the underwriters and/or commissions
from the purchasers for whom they may act as agents. Underwriters, dealers and
agents that participate in the distribution of the Offered Securities may be
deemed to be underwriters, and any discounts or commissions received by them
from the Company and any profit on the resale of the Offered Securities by them
may be deemed to be underwriting discounts and commissions, under the
Securities Act of 1933, as amended (the "Act"). Any such underwriter or agent
will be identified, and any such compensation will be described, in the
Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of the Offered Securities may be
entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Offered Securities from the Company
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases such
institutions must be approved by the Company. The obligations of any purchaser
under any such contract will be subject to the condition that the purchase of
the Offered Securities shall not at the time of delivery be prohibited under
the laws of the jurisdiction to which such purchaser is subject. The
underwriters and such other agents will not have any responsibility in respect
of the validity or performance of such contracts.
In the ordinary course of their respective businesses, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. and their affiliates have provided, and may in
the future provide, investment banking and/or commercial banking services for
the Company.
19
VALIDITY OF THE OFFERED SECURITIES
The validity of the Offered Securities will be passed upon for the Company
by Clark, Ladner, Fortenbaugh & Young, Philadelphia, Pennsylvania, and for any
underwriters or agents by Sullivan & Cromwell, New York, New York, who will
rely upon the opinion of Clark, Ladner, Fortenbaugh & Young as to all matters
of Pennsylvania law. M. Rust Sharp, a partner in Clark, Ladner, Fortenbaugh &
Young, is a director of the Company. On April 6, 1994, Mr. Sharp, other
partners, of counsel, associates and other non-clerical employees of Clark,
Ladner, Fortenbaugh & Young and their spouses owned beneficially an aggregate
3,591 shares of the Common Stock of the Company. In addition, Mr. Sharp
beneficially owns options to purchase 3,600 shares of Common Stock and, as
a co-trustee under certain Deeds of Trust dated August 21, 1951 and under the
Will of John E. Barbey, deceased, beneficially owns 11,461,444 shares of Common
Stock.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated by reference in the 1993 Form 10-K have been audited by
Ernst & Young, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements and schedules are incorporated herein by reference
in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.
20
[Download Table]
===================================== =====================================
[Download Table]
No person is authorized to give
any information or to make any
representations other than those V.F. Corporation
contained in this Prospectus and, if Debt Securities
given or made, such information or Preferred Stock
representations must not be relied Common Stock
upon as having been authorized. This Warrants
Prospectus does not constitute an
offer to sell or solicitation of an
offer to buy any securities other
than the Offered Securities described --------
in this Prospectus, or an offer to
buy such Offered Securities in any PROSPECTUS
circumstance in which such offer or
solicitation is unlawful. Neither --------
the delivery of this Prospectus nor
any sale made hereunder shall, under
any circumstances, create any
implication that there has been no
change in the affairs of V.F.
Corporation since the date hereof or
that the information contained herein
is correct as of any time subsequent
to the date of such information.
TABLE OF CONTENTS
Prospectus
Available Information................ 2
Incorporation of Certain
Documents by Reference............ 2
The Company.......................... 3
Use of Proceeds...................... 5
Summary Financial Information
of the Company..................... 6
Description of Debt Securities....... 9
Description of Capital Stock......... 13
Description of Securities Warrants... 17
Plan of Distribution................. 19
Validity of the Offered Securities... 20
Experts.............................. 20
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
===================================== =====================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
The following table sets forth the estimated expenses of issuance
and distribution other than underwriting discounts and commissions:
[Download Table]
Registration Fee . . . . . . . . . . . . . . . . . . . .$137,932
Trustee's Fees . . . . . . . . . . . . . . . . . . . . . 25,000
Printing and Engraving Fees. . . . . . . . . . . . . . . 13,000
Rating Agency Fees . . . . . . . . . . . . . . . . . . . 135,000
Legal Fees and Expenses. . . . . . . . . . . . . . . . . 250,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . 25,000
Accounting Fees. . . . . . . . . . . . . . . . . . . . . 50,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . 4,068
Total . . . . . . . . . . . . . . . . . . . . . . .$640,000
*All expenses except the SEC Registration Fee are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law, as amended
("BCL"), provides that a business corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 1742 of the BCL
provides that in the case of actions by or in the right of the corporation, a
corporation may indemnify any such persons only against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of such action and only if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, provided that no such indemnification is
permitted in respect to any claim, issue or matter as to which such person is
adjudged liable for negligence or misconduct in the performance of his duty to
the corporation, except to the extent that a court determines that
indemnification is proper under the circumstances. The BCL further provides
under Section 1743 that to the extent that such person has been successful on
the merits or otherwise in defending any action (even one on behalf of the
corporation), he is entitled to indemnification for expenses (including
attorneys' fees) actually and reasonably incurred in connection with such
action. The By-Laws of the Company provide for indemnification of the officers
or directors of the Company to the fullest extent permissible under the BCL.
The indemnification provided for under the BCL is not exclusive of any other
rights of indemnification. Under Section 1747 of the BCL a corporation may
maintain insurance on behalf of any of the persons referred to above against
liability asserted against any of them and incurred in or arising out of any
capacity referred to above, whether or not the corporation would have the power
to indemnify against such liabilities under the BCL.
Section 518 of the Pennsylvania Associations Code ("Section 518") provides
that a Pennsylvania corporation shall have the power, by action of the
shareholders, directors or otherwise, to indemnify a person as to action in his
official capacity and as to action in another capacity while holding that
office for any action taken or any failure to take any action, whether or not
the corporation would have the power to indemnify the person under any other
provision of law (including Sections 1741 and 1742 of the BCL), except as
provided in Section 518, and whether or not the indemnified liability arises or
arose from any threatened, pending or completed action by or in the right of
the corporation. Indemnification is not authorized pursuant to Section
II-1
518 in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness. In addition to the power to advance expenses under the BCL,
Section 518 provides that expenses incurred by an officer, director, employee
or agent in defending a civil or criminal action, suit or proceeding may be
paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation. Section 518 permits a business
corporation to create a fund, under the control of a trustee or otherwise, to
secure or insure in any manner its indemnification obligations whether arising
under or pursuant to Section 518 or otherwise. The Company's By-Laws provide
that any person made a party to any lawsuit by reason of being a director or
officer of the Company may be indemnified by the Company, to the full extent
permitted by Pennsylvania law, against the reasonable expenses, including
attorneys' fees, incurred by the director or officer in connection with the
defense of such lawsuit. The By-Laws further provide that a director of the
Company shall not be personally liable for monetary damages arising from any
action taken or any failure to act by the director unless (a) the director
failed to perform his fiduciary duty to the Company and (b) the breach of duty
constituted self-dealing, willful misconduct or recklessness. The limitation
on a director's personal liability for monetary damages does not apply to a
director's criminal liability or liability for taxes.
The Company maintains directors' and officers' liability
insurance for expenses for which indemnification is permitted by the BCL and
Section 518. These insurance policies insure the Company against amounts which
it may become obligated to pay as indemnification to directors and officers and
insures its directors and officers against losses (except fines, penalties and
other matters uninsurable under law) arising from any claim made against them
on account of any alleged "wrongful act" in their official capacity. A
wrongful act is defined as "any breach of duty, neglect, error, misstatement,
misleading statement, omission or other act done or wrongfully attempted by the
directors and officers or ... so alleged by any claimant on any matter claimed
against them solely by reason of their being such directors or officers,"
subject to certain exclusions. Directors and officers are also insured against
losses (except fines, penalties and other matters uninsurable under law)
arising out of the insured's breach of fiduciary duty, subject to certain
exclusions.
Item 16. Exhibits.
Number Description
------ -----------
1.1 Form of Debt Underwriting Agreement.................
1.2 Form of Equity Underwriting Agreement...............
1.3 Form of Distribution Agreement (Incorporated by
reference to Exhibit 1.2 to Form S-3 Registration
No. 33-47329).......................................
2.1 Agreement and Plan of Merger, dated December 12,
1993 between the Company, Spice Acquisition Co. and
Nutmeg Industries, Inc. (Incorporated by reference
to Exhibit (d) to Schedule 14D-1, dated December 17,
1993)...............................................
2.2 Stock Purchase Agreement, dated October 12, 1993
between the Company and the shareholders of H.H.
Cutler Company (Incorporated by reference to
Exhibit 2.1 to Form 8-K/A, dated January 19, 1994)..
4.1 Articles of Incorporation, as amended and restated
as of April 18, 1986 (Incorporated by reference to
Exhibit 3(A) to Form 10-K for the fiscal year
ended January 4, 1992)..............................
4.2 By-Laws, as amended through July 17, 1990 and as
presently in effect (Incorporated by reference to
Exhibit 3 to the Form 8 amendment, dated August 10,
1990, to Form 10-Q for the fiscal quarter ended
June 30, 1990)......................................
4.3 Registrant's Common Stock certificate...............
II-2
4.4 Registrant's Series B ESOP Convertible Preferred
Stock certificate (Incorporated by reference
to Exhibit 4(B) to Form 10-K for the fiscal year
ended December 29, 1990)............................
4.5 Indenture between Registrant and Morgan Guaranty
Trust Company of New York, dated January 1, 1987
(Incorporated by reference to Exhibit 4.1
to Form S-3 Registration No. 33-10939)..............
4.6 First Supplemental Indenture among Registrant,
Morgan Guaranty Trust Company of New York as
retiring Trustee and United States Trust
Company of New York as successor Trustee
(Incorporated by reference to Exhibit 4.3 to
Form S-3 Registration No. 33-30889).................
4.7 Second Supplemental Indenture between Registrant and
United States Trust Company of New York as Trustee
(Incorporated by reference to Exhibit 4.1 to Form
8-K, dated April 6, 1994)...........................
4.8 Rights Agreement between the Registrant and Morgan
Shareholder Services Trust Company, dated
January 13, 1988....................................
4.9 Amendment No. 1 to Rights Agreement among
Registrant, Morgan Shareholder Services Trust
Company, as retiring Rights Agent, and First
Chicago Trust Company of New York as successor
Rights Agent, dated April 17, 1990 (Incorporated
by reference to Exhibit 3 to Form 8 Amendment
No. 1 dated April 17, 1990 to Registration
Statement on Form 8-A dated January 25, 1988).......
4.10 Amendment No. 2 to Rights Agreement between
Registrant and First Chicago Trust Company of
New York, dated December 4, 1990 (Incorporated
by reference to Exhibit 3 to Form 8 Amendment
No. 2 dated December 4, 1990 to Registration
Statement on Form 8-A dated January 25, 1988).......
4.11 Form of Debt Securities (included in Exhibit 4.5
at pages 12 through 19).............................
5. Opinion of Clark, Ladner, Fortenbaugh & Young
as to the validity of the Securities................
8. Opinion of Clark, Ladner, Fortenbaugh & Young as to
Pennsylvania taxes..................................
12.1 Computation of ratio of earnings to fixed charges...
12.2 Computation of ratio of earnings to combined fixed
charges and preferred stock dividends...............
23.1 Consent of Ernst & Young, independent accountants...
23.2 Consent of Ernst & Young, independent accountants...
23.3 Consent of Clark, Ladner, Fortenbaugh & Young is
included in Exhibits 5 and 8........................
24. Power of Attorney...................................
II-3
25. Form T-1 Statement of Eligibility under the Trust
Indenture Act of 1939 of United States Trust
Company of New York.................................
Item 17. Undertakings.
The Company hereby undertakes (1) to file, during any period in which
offers or sales are being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement; provided, however, that clauses (1)(i) and (1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed by the
Company pursuant to section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a post-
effective amendment any of the securities being registered which remain unsold
at the termination of the offering; and (4) that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted against the
Company by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in such Act and will be governed by the
final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wyomissing, Pennsylvania on the 22nd day of April, 1994.
V.F. CORPORATION
Registrant
By: /s/ LAWRENCE R. PUGH
-------------------------------------
Lawrence R. Pugh
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature and Title Date
/s/ LAWRENCE R. PUGH April 22, 1994
--------------------------------------------------------
Lawrence R. Pugh
Chairman and Chief Executive Officer
/s/ GERALD G. JOHNSON April 22, 1994
--------------------------------------------------------
Gerald G. Johnson
Vice President - Finance and Chief Financial Officer
/s/ ROBERT K. SHEARER April 22, 1994
--------------------------------------------------------
Robert K. Shearer
Controller
DIRECTORS
Lawrence R. Pugh Robert D. Buzzell
Edward E. Crutchfield, Jr. Ursula F. Fairbairn
Barbara S. Feigin Roger S. Hillas
Leon C. Holt, Jr. J. Berkley Ingram, Jr.
Robert F. Longbine Mackey J. McDonald
William E. Pike M. Rust Sharp
L. Dudley Walker
A majority of the Board of
Directors
By:/s/ L. M. TARNOSKI
-----------------------
L. M. Tarnoski
Attorney-ln-Fact
Date: April 22, 1994
II-5
EXHIBIT INDEX
Number Description
------ -----------
1.1 Form of Debt Underwriting Agreement............................
1.2 Form of Equity Underwriting Agreement..........................
1.3 Form of Distribution Agreement (Incorporated
by reference to Exhibit 1.2 to Form S-3
Registration No. 33-47329).....................................
2.1 Agreement and Plan of Merger, dated December 12, 1993
between the Company, Spice Acquisition Co. and Nutmeg
Industries, Inc. (Incorporated by reference
to Exhibit (d) to Schedule 14D-1, dated December 17, 1993)......
2.2 Stock Purchase Agreement, dated October 12, 1993 between the
Company and the shareholders of H.H. Cutler Company
(Incorporated by reference to Exhibit 2.1 to Form 8-K/A,
dated January 19, 1994).........................................
4.1 Articles of Incorporation, as amended and restated as of
April 18, 1986 (Incorporated by reference to Exhibit 3(A)
to Form 10-K for the fiscal year ended January 4, 1992)........
4.2 By-Laws, as amended through July 17, 1990 and as presently
in effect (Incorporated by reference to Exhibit 3 to the
Form 8 amendment, dated August 10, 1990, to Form 10-Q
for the fiscal quarter ended June 30, 1990)....................
4.3 Registrant's Common Stock certificate..........................
4.4 Registrant's Series B ESOP Convertible Preferred Stock
certificate (Incorporated by reference to Exhibit 4(B)
to Form 10-K for the fiscal year ended December 29, 1990)......
4.5 Indenture between Registrant and Morgan Guaranty Trust
Company of New York, dated January 1, 1987 (Incorporated
by reference to Exhibit 4.1 to Form S-3 Registration No.
33-10939)......................................................
4.6 First Supplemental Indenture among Registrant, Morgan
Guaranty Trust Company of New York as retiring Trustee
and United States Trust Company of New York as successor
Trustee (Incorporated by reference to Exhibit 4.3 to Form
S-3 Registration No. 33-30889).................................
4.7 Second Supplemental Indenture between Registrant and United
States Trust Company of New York as Trustee (Incorporated by
reference to Exhibit 4.1 to Form 8-K, dated April 6, 1994......
4.8 Rights Agreement between the Registrant and Morgan
Shareholder Services Trust Company, dated January 13, 1988.....
4.9 Amendment No. 1 to Rights Agreement among Registrant, Morgan
Shareholder Services Trust Company, as retiring Rights Agent,
and First Chicago Trust Company of New York as successor
Rights Agent, dated April 17, 1990 (Incorporated by
reference to Exhibit 3 to Form 8 Amendment No. 1 dated
April 17, 1990 to Registration Statement on Form 8-A dated
January 25, 1988)..............................................
4.10 Amendment No. 2 to Rights Agreement between Registrant and
First Chicago Trust Company of New York, dated December 4,
1990 (Incorporated by reference to Exhibit 3 to Form 8
Amendment No. 2 dated December 4, 1990 to Registration
Statement on Form 8-A dated January 25, 1988)..................
4.11 Form of Debt Securities (included in Exhibit 4.5 at
pages 12 through 19)...........................................
II-6
5. Opinion of Clark, Ladner, Fortenbaugh & Young as to the
validity of the Securities.....................................
8. Opinion of Clark, Ladner, Fortenbaugh & Young as to
Pennsylvania taxes.............................................
12.1 Computation of ratio of earnings to fixed charges..............
12.2 Computation of ratio of earnings to combined fixed charges and
preferred stock dividends......................................
23.1 Consent of Ernst & Young, independent accountants..............
23.2 Consent of Ernst & Young, independent accountants..............
23.3 Consent of Clark, Ladner, Fortenbaugh & Young is included in
Exhibits 5 and 8...............................................
24. Power of Attorney..............................................
25. Form T-I Statement of Eligibility under the Trust Indenture
Act of 1939 of United States Trust Company of New York.........
II-7
Dates Referenced Herein and Documents Incorporated by Reference
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