SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 2000
Commission file number: 1-5256
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
(Full title of plan)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NC 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
1
Item 1. Changes in the Plan
None
Item 2. Changes in Investment Policy
None
Item 3. Contributions Under the Plan
N/A
Item 4. Participating Employees
There were approximately 5,744 enrolled participants in the Plan as of December
31, 2000, out of approximately 26,878 eligible employees.
Item 5. Administration of the Plan
(a) The Plan provides that a Committee of three persons be appointed to
administer the Plan. The Committee, the VF Corporation Pension Plan
Committee, is comprised of the following officers and director of the
Corporation: Candace Cummings, Vice President - Administration, General
Counsel & Secretary; Frank C. Pickard III, Vice President - Treasurer,
Susan L. Williams, Vice President - Human Resources, and Len T.
Ebright, Director Corporate Finance. All committee persons are located
at the Corporation's headquarters: 628 Green Valley Road, Suite 500,
Greensboro, NC 27408. Each of these individuals is an employee of the
Corporation. The Committee has the power to adopt rules and regulations
for carrying out and administering the Plan and has the full authority
and power to construe, interpret and administer the Plan. Committee
members receive no compensation from the Plan.
(b) All expenses of administration of the Plan, including Trustee fees, are
paid by the Corporation.
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under which Fidelity
Management Trust Company, 300 Puritan Way, Marlboro, MA 01752, has been
appointed as Trustee under the Plan. Under the terms of the Trustee
Agreement, Fidelity Management Trust Company holds and invests all
assets of the Plan with the exception of the Fixed Income Fund trusteed
by UMB Bank n.a., subject to the direction of each of the participants
of the Plan regarding the investment fund or funds for existing account
balances and future contribution elections.
(b) The custodian's compensation is paid by the Corporation.
(c) No bond was furnished or is required to be furnished by the Trustee.
2
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the amounts contributed
by him/her to each of the funds during the calendar quarter and the market
values of investments as of the end of each quarter.
Item 8. Investment of Funds
Each participant by using the Fidelity Voice Response system or their internet
site may direct Fidelity to invest his/her own contributions in one or more of
the following funds:
- - Money Market Fund
- - Fixed Income Fund
- - Balanced Fund
- - Equity Growth & Income Fund
- - Index 500 Fund
- - Dividend Growth Fund
- - Small-Cap Value Fund
- - Small-Cap Growth Fund
- - Foreign Fund
- - VF Corporation Common Stock Fund (investing in common stock of the
Corporation)
- - Mutual Fund Window
Brokerage commissions of $216, $1,043 and $3,214 for the years ended December
31, 2000, 1999 and 1998 were paid by the Trustee to acquire the Corporation's
common stock for the Plan.
3
Item 9. Financial Statements and Exhibits
(a) Financial Statements Page No.
Report of Independent Accountants 6
Statements of Net Assets Available for Benefits,
December 31, 2000 and December 31, 1999 7
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 2000, December 31, 1999
and for the period ended December 31, 1998 8
Notes to Financial Statements 9
Supplemental Schedules*:
Schedule H - Line 4i - Schedule of Assets Held for Investment
Purposes 14
* - Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting
and Disclosure under ERISA have been omitted because
they are not applicable.
(b) Exhibits
Exhibit 23.1 - Consent of Independent Accountants 15
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the VF
Corporation Pension Plan Committee has duly caused this annual report to be
signed by the undersigned thereunto duly authorized.
VF Corporation Tax-Advantaged Savings Plan
for Hourly Employees
By: /s/ Frank C. Pickard III
----------------------------------
Frank C. Pickard III
Vice President, Treasurer
VF Corporation
Date: April 30,2001
5
Report of Independent Accountants
VF Corporation Pension Plan Committee
VF Corporation Tax-Advantaged Savings Plan for Hourly Employees
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the VF Corporation Tax-Advantaged Savings Plan for Hourly Employees (the
"Plan") at December 31, 2000 and December 31, 1999, and the changes in net
assets available for benefits for the two years ended December 31, 2000 and the
period ended December 31, 1998 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Plan's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 30, 2001
6
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31
-----------
ASSETS 2000 1999
- ------ ---- ----
Investments, at fair value
VF Corporation Common Stock -
54,729 shares in 2000 $1,983,394 $1,227,120
40,904 shares in 1999
Other securities 25,076,458 22,277,733
----------- -----------
Total investments 27,059,852 23,504,853
Loans receivable from participants 723,888 334,179
----------- -----------
Net assets available for benefits $27,783,740 $23,839,032
=========== ============
See notes to financial statements.
7
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Period Ended December 31
------------------------
2000 1999 1998
---- ---- ----
Investment income
Interest $ 2,263 $452,991 $1,092,869
Dividends on VF Corporation Common Stock 48,511 29,200 10,317
Income from mutual funds and bank common
trust funds 782,573 432,398 326,047
----------- ----------- -----------
833,347 914,589 1,429,233
Contributions
Interest on Loan Repayments 38,105 13,830 5,739
Transfer from merged plans (Note A) 2,221,218 0 22,087,806
Participants 4,362,591 4,634,992 4,066,432
----------- ----------- -----------
7,455,261 5,563,411 27,589,210
Withdrawals (3,807,510) (3,705,369) (6,498,737)
Net realized and unrealized appreciation
in fair value of investments 296,957 268,591 621,926
----------- ----------- -----------
Net increase 3,944,708 2,126,633 21,712,399
Net assets available for benefits
Beginning of period 23,839,032 21,712,399 0
----------- ----------- -----------
End of period $27,783,740 $23,839,032 $21,712,399
=========== =========== ===========
See notes to financial statements.
8
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE A -- DESCRIPTION OF THE PLAN
Effective April 1, 1998, VF Corporation (the Corporation) adopted the VF
Corporation Tax-Advantaged Savings Plan for Hourly Employees (the Plan), which
is a cash or deferred plan under Section 401(k) of the Internal Revenue Code.
Under the Plan, certain hourly employees of specified subsidiaries, having at
least one year of credited service, may elect to contribute between 2% and 15%
of their compensation to the Plan. Employees remain fully vested in their
contributions to the Plan.
Employee contributions are invested at the direction of the employee in one or
more of the funds administered by the Plan's trustees. All Plan assets are
trusteed by Fidelity Management Trust Company with the exception of the Fixed
Income Fund which is trusteed by UMB Bank, n.a. The investment programs of the
Plan are as follows:
(a) Money Market Fund: Monies are invested in a money market fund.
(b) Fixed Income Fund: Monies are invested in investments that
provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investments to obtain as
much income as possible, consistent with the preservation and
conservation of capital.
(d) Equity Growth & Income Fund: Monies are invested in
investments that are currently paying dividends and/or offer
prospects for growth of capital and future income, with
emphasis on capital appreciation.
(e) Index 500 Fund: Monies are invested in the 500 stocks that
make up the S&P 500 Stock Price Index.
(f) Dividend Growth Fund: Monies are invested in stocks of
companies that have the potential to increase the amount of
their dividends or begin paying them if none are being paid
now.
(g) Small-Cap Value Fund: Monies are invested in U.S. common
stocks of small companies whose price is undervalued.
(h) Small-Cap Growth Fund: Monies invested in small and medium
size companies with undervalued assets or favorable growth
prospects.
(i) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the United
States.
(j) VF Corporation Common Stock Fund: Monies are invested in
Common Stock of the Corporation purchased at prevailing prices
on the New York Stock Exchange on the date of purchase.
Employees can direct no more than 50% of their contributions
to the VF Corporation Common Stock Fund.
(k) Mutual Fund Window: The option allows participants to select
from over 160 mutual funds offered through Fidelity
Investments Funds Net Program and additional Fidelity Fund
options.
9
Individual accounts are maintained for each participant; each account includes
the individual's contributions and investment funds' earnings. Accounts become
payable upon retirement, disability, death or termination of employment.
Participants may also withdraw all or a portion of their accounts by filing a
written request that demonstrates financial hardship. Participants may elect to
receive distributions in a lump sum, or accounts may be rolled over into another
IRS-approved tax deferral vehicle.
The transfers of applicable participant balances from the Bassett-Walker Thrift
Plan, which was merged into the Plan effective April 1, 1998, and the Bestform
Savings Plan, Todd Uniform and Horace Small Savings Plans, which were merged
into the Plan in 2000, have been disclosed separately in the Statements of
Changes in Net Assets Available for Benefits.
Participants may borrow from their individual account. Participants are charged
interest at the Morgan Guaranty "Published" prime rate at the time of the loan
and repay the principal within 60 months, or 120 months if the loan is for the
purchase of their primary residence. Participants may borrow up to 50% of the
participant's total vested account balance. Payment in full is required at
termination of employment. There were 525 loans outstanding at December 31,
2000.
Although it has no intent to do so, the Corporation may terminate the Plan in
whole or in part at any time.
The number of participants in each fund was as follows:
Year Ended December 31
----------------------
2000 1999
---- ----
Money Market Fund 2,192 2,487
Fixed Income Fund 2,929 3,673
Balanced Fund 1,706 2,132
Equity Growth & Income Fund 2,740 3,453
Index 500 Fund 2,325 2,943
Dividend Growth Fund 47 13
Small-Cap Value Fund 1,171 1,478
Small-Cap Growth Fund 1,732 2,154
Foreign Fund 851 1,040
VF Corporation Common Stock Fund 2,606 3,394
The total number of participants in the Plan was less than the sum of
participants shown above because many were participating in more than one fund.
10
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE B -- SIGNIFICANT ACCOUNTING POLICIES
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year. For commercial notes and United States government obligations,
UMB Bank, n.a. has established a fair value based on yields currently available
on comparable instruments. The fair value of the participation units owned by
the Plan in mutual funds and bank common trust funds is based on quoted
redemption values on the last business day of the Plan year. Purchases and sales
of securities, including gains and losses thereon, are recorded as of the trade
date. Dividends are recorded on the ex-dividend date.
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and unrealized
appreciation or depreciation on those investments. Realized gains or losses are
calculated on an average cost basis.
Administrative expenses consisting primarily of fees for legal, accounting and
other services are paid by the Corporation in accordance with the Plan Agreement
and are based on customary and reasonable rates for such services.
Payment of Benefits: Benefits are recorded when paid. Approximately $1.3 million
in Bassett-Walker Thrift Plan withdrawals are included in 1998 withdrawals.
Use of Estimates: In preparing financial statements in accordance with generally
accepted accounting principles, management makes estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Reclassifications : Certain amounts included in the prior year financial
statements have been reclassified to conform to current year presentation.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has issued a Favorable Determination Letter dated
September 27, 1998 stating that the Plan qualifies under the appropriate
sections of the Internal Revenue Code (IRC) and is, therefore, not subject to
tax under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The VF
Corporation Pension Plan Committee is not aware of any action or series of
events that have occurred that might adversely affect the Plan's qualified
status. The Plan has been amended since receiving the determination letter.
However, the Plan administrator and the Plan's tax counsel believe that the Plan
is currently designed and is currently being operated in compliance with the
applicable requirements of the IRC.
11
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS
Net realized and unrealized appreciation (depreciation) in fair value of
investments included in Plan equity includes the following:
Net Realized & Unrealized
Appreciation in Fair Value for the
Period Ended December 31 Fair Value at December 31
------------------------ -------------------------
2000 1999 1998 2000 1999
---- ---- ---- ---- ----
Fair value as determined by
quoted market or stated
redemption price
VF Corporation Common
Stock $451,309 $(527,828) $8,748 $1,983,394 $1,227,120
Mutual funds and
bank common trust funds (961,690) 566,661 564,650 12,785,358 9,708,549
-------- ---------- -------- ----------- -----------
(510,381) 38,833 573,398 14,768,752 10,935,669
-------- ---------- -------- ----------- -----------
Fair value as determined by Plan trustee:
Commercial notes & GICs 0 0 48,528 0 0
Mutual funds and
bank common trust funds 807,338 229,758 0 12,291,100 12,569,184
-------- ---------- -------- ----------- -----------
807,338 229,758 48,528 12,291,100 12,569,184
-------- ---------- -------- ----------- -----------
$296,957 $268,591 $621,926 $27,059,852 $23,504,853
======== ========== ======== =========== ===========
12
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR HOURLY EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS (Continued)
The fair value of individual investments that represent 5% or more of the Plan's
net assets at December 31, 2000 and 1999 are as follows:
2000 1999
---- ----
Fidelity Growth & Income Fund $2,554,490 $2,515,293
(60,677 and 53,335 shares)
Fidelity Puritan Fund 1,348,489 1,213,300
(71,613 and 63,757 shares)
Fidelity US Equity Index Pool 2,328,725 2,514,876
(60,786 and 59,792 shares)
VF Corporation Common Stock 1,983,394 1,227,120
(54,729 and 40,904 shares)
Baron Asset Fund 1,231,451 1,157,169
(22,641 and 19,690 shares)
Fidelity Retirement Money Market 2,055,965 1,150,659
(2,055,965 and 1,150,659 shares)
ProCapp Fixed Income Fund 12,291,100 12,569,184
(1,128,659 and 1,233,482 shares)
13
VF Corporation Tax-Advantaged Savings Plan
for Hourly Employees
Schedule H - Line 4i - Schedule of Assets Held for Investment Purposes
At December 31, 2000
Identity of issue, borrower, Number of Current
Lessor, or similar party Shares Cost Value
- ------------------------ ------ ----- -----
*Fidelity Puritan Fund 71,613 $ 1,388,009 $ 1,348,490
*Fidelity Growth & Income Fund 60,677 2,669,870 2,554,490
*Fidelity Diversified International Fund 19,599 425,239 430,003
*Fidelity Dividend Growth Fund 1,677 50,201 50,253
*Fidelity Retirement Money Market Portfolio 2,055,965 2,055,965 2,055,965
*Fidelity U.S. Equity Index Commingled Pool 60,786 2,341,728 2,328,725
Baron Asset Fund 22,641 1,175,050 1,231,451
Longleaf Small Cap Fund 29,061 634,689 657,349
*ProCapp Fixed Income Fund 1,128,659 11,341,611 12,291,100
*VF Corporation Common Stock Fund 54,729 1,890,103 1,983,394
*Mutual Fund Window N/A 2,435,445 2,128,632
Loans Receivable from Participants
(with interest rates from 7% to 9%) N/A 723,888 723,888
------------ ------------
$ 27,131,798 $ 27,783,740
============ ============
* represents a party-in-interest
14