EXHIBIT 1 Pricing Agreement Goldman, Sachs & Co., J.P. Morgan Securities Inc. c/o Goldman, Sachs & Co. 85 Broad Street, New York, New York 10004. June 6, 1995 Dear Sirs: V.F. Corporation, a Pennsylvania corporation (the "Company"), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 6, 1995 (the "Underwriting Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination, upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof. Very truly yours, V.F. CORPORATION By: /s/ F.C. Pickard III ---------------------- Name: F.C. Pickard III Title: Vice President and Treasurer Accepted as of the date hereof: /s/ Goldman, Sachs & Co. - -------------------------------- (Goldman, Sachs & Co.) On behalf of themselves and J.P. Morgan Securities Inc. -2- SCHEDULE I
Principal Amount of Designated Securities to Underwriter be Purchased ----------- ------------- Goldman, Sachs & Co . . . . . . . . $ 50,000,000 J.P. Morgan Securities Inc. . . . . 50,000,000 ------------ Total . . . . . . . $100,000,000
-3- SCHEDULE II Title of Designated Securities: 6 3/4% Notes due June 1, 2005 Aggregate principal amount: $100,000,000 Price to Public: 99.368% of the principal amount of the Designated Securities, plus accrued interest from June 1, 1995. Purchase Price by Underwriters: 98.718% of the principal amount of the Designated Securities, plus accrued interest from June 1, 1995. Manner of payment and Specified Funds of purchase price: Wire transfer of immediately available funds. Indenture: Indenture, dated as of January 1, 1987, between the Company and Morgan Guaranty Trust Company of New York, as Trustee, as supplemented by a First Supplemental Indenture, dated as of September 1, 1989, among the Company, Morgan Guaranty Trust Company of New York, as retiring Trustee, and United States Trust Company of New York, as successor Trustee, and the Second Supplemental Indenture, dated as of April 1, 1994, between the Company and United States Trust Company of New York, as Trustee. Maturity: June 1, 2005 Interest Rate: 6 3/4% per annum payable semi-annually -4- Interest Payment Dates: June 1 and December 1, commencing December 1, 1995 Redemption Provisions: Not redeemable prior to maturity. Sinking Fund Provisions: No sinking fund provisions. Defeasance Provisions: Sections 1302 and 1303 of the Indenture shall apply to the Notes. Time of Delivery: 9:30 a.m., June 12, 1995 Closing Location: Sullivan & Cromwell 125 Broad Street New York, NY 10004 Names and addresses of Representatives: Designated Representatives: Goldman, Sachs & Co. J.P. Morgan Securities Inc. Address for Notices, etc.: c/o Goldman, Sachs & Co. 85 Broad Street New York, NY 10004 Other Terms: Book-entry only -5-