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VF Corporation
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(Name of Registrant as Specified in Its Charter)
VF Corporation
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[LOGO]
VF CORPORATION
March 15, 1996
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders
of VF Corporation, which will be held on Tuesday, April 16, 1996, at the
Sheraton Berkshire, 1741 Paper Mill Road, Wyomissing, Pennsylvania, commencing
at 10:30 a.m. Your Board of Directors and management look forward to greeting
personally those shareholders able to attend.
At the meeting, shareholders will be asked to elect four directors and
to consider such other matters as may properly come before the meeting.
Your Board of Directors recommends a vote FOR the election of
directors.
Regardless of the number of shares you own or whether you plan to
attend, it is important that your shares be represented and voted at the
meeting. You are requested to sign, date and mail the enclosed proxy promptly.
Your interest and participation in the affairs of the Corporation are
most appreciated.
Sincerely,
L. R. Pugh
Chairman of the Board
[LOGO]
VF CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 16, 1996
March 15, 1996
To the Shareholders of VF CORPORATION:
The Annual Meeting of Shareholders of VF Corporation will be held at
the Sheraton Berkshire, 1741 Paper Mill Road, Wyomissing, Pennsylvania, on
Tuesday, April 16, 1996, at 10:30 a.m., for the following purposes:
(1) to elect four directors in accordance with the By-Laws; and
(2) to transact such other business as may properly come before
the meeting and at any adjournments thereof.
A copy of the Annual Report for 1995 is enclosed for your information.
Only shareholders of record as of the close of business on March 1,
1996 will be entitled to vote at the meeting.
By Order of the Board of Directors
L. M. Tarnoski
Vice President-Secretary
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO SIGN, DATE AND PROMPTLY
RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE.
PROXY STATEMENT
FOR THE 1996 ANNUAL MEETING OF SHAREHOLDERS OF VF CORPORATION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of VF Corporation to be voted at the
Annual Meeting of Shareholders of the Corporation on April 16, 1996 and at any
adjournment or adjournments of the meeting (the "Meeting") for the purposes
described in the foregoing notice of the Meeting. Proxies which are validly
executed by shareholders and which are received by the Corporation prior to the
Meeting will be voted in accordance with the instructions contained thereon.
If no instructions are given, a proxy will be voted for the election of the
four nominees proposed for election as directors.
The securities entitled to vote at the Meeting consist of shares of
Common Stock and Series B ESOP Convertible Preferred Stock ("Series B Stock")
of the Corporation. There were 65,559,995 outstanding shares at the close of
business on March 1, 1996, consisting of 63,595,054 shares of Common Stock and
1,964,941 shares of Series B Stock. Each share is entitled to one vote, and
nominees receiving a plurality of the votes cast will be elected as directors.
Only holders of record at the close of business on March 1, 1996 will be
entitled to vote at the Meeting. The holders of a majority of the outstanding
shares must be present in person or represented by proxy at the Annual Meeting
in order to constitute a quorum for the transaction of business. Abstentions
and broker non-votes will be counted for the purpose of determining a quorum
but neither will be counted in the election of directors.
A copy of the Corporation's Annual Report for the fiscal year ended
December 30, 1995 accompanies this proxy statement. No material contained in
the Annual Report is to be considered a part of the proxy solicitation
material.
The mailing address of the Corporation's executive office is P.O. Box
1022, Reading, Pennsylvania 19603. The approximate date on which this proxy
statement and the form of proxy were first mailed or given to security holders
was March 15, 1996.
1
ELECTION OF DIRECTORS
The four persons listed below have been nominated by the Board of
Directors to serve as directors until the 1999 Annual Meeting of Shareholders.
It is the intention of the persons named in the accompanying form of proxy to
vote such proxy for the election as directors of the following nominees. In
the event that any nominee is unable to serve or will not serve as a director,
it is intended that the proxies solicited hereby will be voted for such other
person or persons as may be nominated by management. Vacancies in the Board of
Directors may be filled by the Board of Directors, and any director chosen to
fill a vacancy would hold office until the next election of the class for which
such director had been chosen. Robert F. Longbine, a current director whose
term expires at the 1996 Annual Meeting, has attained age 70 and therefore is
not eligible for reelection.
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Year in Which
Service as a
Name Principal Occupation Director Began
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To Serve Until the
1999 Annual Meeting
Ursula F. Fairbairn, 53 .......... Senior Vice President - Human Resources,
Union Pacific Corporation .......................... 1994
Barbara S. Feigin, 58 ............ Executive Vice President
Grey Advertising Inc. .............................. 1987
Mackey J. McDonald, 49 ........... President & Chief Executive Officer
of the Corporation ................................. 1993
Lawrence R. Pugh, 63 ............. Chairman of the Board and Chairman of the
Executive Committee of the Corporation ............. 1980
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Mrs. Fairbairn has served as Senior Vice President of Human Resources
of Union Pacific Corporation (a transportation company) since joining Union
Pacific in 1990. From 1966 until joining Union Pacific, she was employed at
IBM, where she last served as IBM Director of Education and Management
Development. From 1973 to 1974, Mrs. Fairbairn served as a White House Fellow
and Executive Assistant to the Secretary of the Treasury. Mrs. Fairbairn
serves as a Director of Armstrong World Industries, Inc. and General Signal
Corp. She is a member of the Pension Advisory and Organization and
Compensation Committees of the Board of Directors.
Mrs. Feigin has served as Executive Vice President and a member of the
Agency Policy Council of Grey Advertising since 1983. She joined Grey in 1969,
was elected Vice President in 1972 and Senior Vice President in 1975. Mrs.
Feigin is past Chairman of the Advertising Research Foundation and serves on
the Board of
2
Overseers of Whitman College. Mrs. Feigin also serves as a director of Circuit
City Stores, Inc. She is a member of the Audit and Organization and
Compensation Committees of the Board of Directors.
Mr. McDonald joined the Corporation's Lee subsidiary in February 1983
as Assistant Vice President - Product and Technical Services. In April 1984,
he was named Vice President - Business Planning of Lee and from October 1984
until December 1986, he served as President of the former Troutman subsidiary
of the Corporation. In December 1986, he was named Executive Vice President of
the Wrangler subsidiary, serving in that capacity until October 1988 when he
was named President of Wrangler. He was named a Group Vice President of the
Corporation in February 1991. In October 1993, Mr. McDonald was elected
President and a director of the Corporation. Effective January 1, 1996, Mr.
McDonald also assumed the position of Chief Executive Officer. He is a
director of First Union National Bank of North Carolina. Mr. McDonald serves
as a member of the Executive Committee and as an ex officio member of all other
committees of the Board except the Audit, Nominating and Organization and
Compensation Committees.
Mr. Pugh joined the Corporation as President in February 1980. In
1983, he was named Chairman of the Executive Committee of the Board of
Directors and was elected Chairman of the Board. He served as Chief Executive
Officer from March 1982 until December 31, 1995. He is a director of The Black
& Decker Corporation, Mercantile Stores Company, Inc., Meridian Bancorp, Inc.,
and UNUM Corporation. Mr. Pugh is Chairman of the Executive Committee and
serves as an ex officio member of all other committees of the Board except the
Audit, Nominating and Organization and Compensation Committees.
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Year in Which
Service as a
Name Principal Occupation Director Began
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Directors Whose Terms
Expire at the 1997
Annual Meeting
Roger S. Hillas, 68 .................... Former Chairman,
Meritor Savings Bank ..................... 1982
Robert J. Hurst, 50 ................... General Partner, Executive
Committee, Goldman, Sachs & Co. .......... 1994
William E. Pike, 67 ................... Former Executive Vice
President, J.P. Morgan & Co.
Incorporated ............................. 1972
M. Rust Sharp, 55 .................... Partner, Clark, Ladner,
Fortenbaugh & Young (Attorneys) .......... 1984
3
L. Dudley Walker, 65 ................ Chairman of the Board,
Bassett-Walker, Inc. ..................... 1984
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From 1988 until December 1992, Mr. Hillas was Chairman and a director
of Meritor Savings Bank. Prior thereto, he was Chairman and a director of PNC
Financial Corp., a Pennsylvania multi-bank holding company, as well as Chairman
and Chief Executive Officer of Provident National Bank (now PNC Bank, N.A.), a
subsidiary of PNC Financial Corp. Mr. Hillas serves as a director of P.H.
Glatfelter Co., Consolidated Rail Corporation, Toll Brothers Inc. and The
Bon-Ton Stores, Inc. He is a member of the Audit and Pension Advisory
Committees of the Board of Directors.
Mr. Hurst is a general partner and member of the Executive Committee
of Goldman, Sachs & Co. (a securities firm), which he joined in 1974 and with
which the Corporation maintains investment banking relations. He became a
general partner in 1980 and head of the Investment Banking Division in 1990.
Mr. Hurst also serves as a director of USF&G Corporation. He is also President
of the Board of Trustees of The Jewish Museum, Trustee of the Whitney Museum of
American Art and a member of Wharton School Graduate Executive Board, the
Council of Foreign Relations and the Committee for Economic Development. He
serves as a member of the Finance and Organization and Compensation Committees
of the Board of Directors.
In 1960, Mr. Pike joined Morgan Guaranty Trust Company of New York,
with which the Corporation maintains banking relationships and certain
investment banking relationships with its affiliates. He served in several
positions with Morgan until February 1986, when he was elected Executive Vice
President of J.P. Morgan & Co. Incorporated, the parent company of Morgan
Guaranty. Mr. Pike retired from J.P. Morgan & Co. in 1989. He also serves as a
director of American States Insurance Company. Mr. Pike is a member of the
Executive, Finance and Organization and Compensation Committees of the Board of
Directors. (Also see Security Ownership of Certain Beneficial Owners and
Management.)
Mr. Sharp is a partner in Clark, Ladner, Fortenbaugh & Young, a
Philadelphia, Pennsylvania law firm which provides legal services to the
Corporation. He has been affiliated with the law firm for more than 27 years
and is a director of Pennock Company, a national wholesale florist. Mr. Sharp
is a member of the Executive and Finance Committees of the Board of Directors.
(Also see Security Ownership of Certain Beneficial Owners and Management.)
Mr. Walker served as President and Chief Executive Officer of
Bassett-Walker, Inc., a wholly-owned subsidiary of the Corporation, from 1960
to 1987; he has been a director of Bassett-Walker since 1952 and Chairman of
its Board since 1978. Mr. Walker also serves as a director of Crestar
Financial Corporation, a bank holding company, Crestar Bank and Hooker
Furniture Corp. He is a member of the Pension Advisory Committee of the Board
of Directors.
4
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Year in Which
Service as a
Name Principal Occupation Director Began
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Directors Whose Terms
Expire at the 1998
Annual Meeting
Robert D. Buzzell, 62 .............. Distinguished Professor,
School of Business Administration -
George Mason University ..................... 1983
Edward E. Crutchfield, 54 .......... Chairman and Chief Executive
Officer, First Union Corporation ............ 1992
Leon C. Holt, Jr., 70 .............. Former Vice Chairman and Chief
Administrative Officer,
Air Products and Chemicals, Inc. ............ 1983
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Dr. Buzzell has served as a Distinguished Professor at the School of
Business Administration of George Mason University since September 1993. Prior
thereto, he served on the faculty of the Harvard Graduate School of Business
Administration since 1961. He was appointed Professor of Business
Administration in 1967 and named to the Sebastian S. Kresge Professorship in
1980. Dr. Buzzell also serves as a director of Interpractice Systems, Inc.
and Harleysville Insurance Companies. He is a member of the Organization and
Compensation and Pension Advisory Committees of the Board of Directors.
Mr. Crutchfield joined First Union (a banking and financial services
company) in 1965 and served in various managerial positions until he was named
President of First Union National Bank in 1973. He was named Chief Executive
Officer of the Bank in 1978. He was named President of First Union Corporation
in 1983, Chief Executive Officer in 1984 and Chairman in 1985. The Corporation
maintains banking relationships with First Union. Mr. Crutchfield serves as a
director of First Union Corporation, BellSouth Telecommunications, Inc., The
Liberty Corporation, Bernhardt Industries, Inc., and the Charlotte-Mecklenburg
Hospital Authority. He is a trustee of the University of North Carolina at
Charlotte, the Institute of Private Enterprise-The University of North Carolina
at Chapel Hill and the Independent College Fund of North Carolina and serves as
Chairman of Johnson C. Smith University's Campaign For The 90's. He is a
member of the Audit, Finance and Organization and Compensation Committees of
the Board of Directors.
Mr. Holt joined Air Products and Chemicals, Inc. (an industrial gases
and chemicals company) in 1957. Prior to his election as Vice Chairman and
Chief Administrative Officer in 1978, Mr. Holt served as Vice President and
General Counsel and as Vice President-Administration of that company. Mr. Holt
retired from Air
5
Products and Chemicals in 1990. Mr. Holt is a trustee of the Allentown Art
Museum, the Committee for Economic Development, the Dorothy Rider-Pool Health
Care Trust and the Rider-Pool Foundation and is a member of the Board of
Advisors of the University of Pennsylvania Institute for Law and Economics. He
is a member of the Audit and Finance Committees of the Board of Directors.
DIRECTORS' COMPENSATION
Directors who are not salaried officers or employees of the
Corporation or its subsidiaries are paid an annual stipend of $26,500, payable
monthly, plus a fee of $1,200 for each Board meeting attended. Outside
directors who serve on committees are paid $1,000 for each meeting attended
which is held on a day when a meeting of the Board is not convened. An
additional stipend of $500 is paid to outside directors serving on any
committee of the Board for each meeting attended which is held on a day when a
meeting of the Board is convened. Outside directors serving as chairmen of
committees receive an additional stipend of $200 for each committee meeting
attended held on days other than when meetings of the Board are convened and
$100 for each committee meeting attended held on days when meetings of the
Board are convened. Travel and lodging expenses are reimbursed. No director
who is a salaried officer or employee of the Corporation or one of its
subsidiaries receives any compensation in addition to his regular salary for
attendance at meetings of the Board or any of its committees. Outside
directors may elect to defer a portion or all of their compensation under the
Corporation's Deferred Compensation Plan. Deferred sums are payable to the
participant upon retirement, termination of service or such other date or age
specified in advance by the participant. Two directors have elected to defer
compensation.
Under the 1991 Stock Option Plan (the "1991 Option Plan"), in December
of each year, each non-employee director is automatically granted a
non-qualified stock option to purchase shares of Common Stock and a
corresponding limited stock appreciation right. The limited stock appreciation
right is exercisable only in the event of a "Change in Control" of the
Corporation. The number of shares of Common Stock subject to each annual
non-qualified stock option is determined by a formula set forth in the 1991
Option Plan. However, the total non-qualified stock options granted to any
non-employee director may not exceed 25,000 shares. Options granted to
non-employee directors are exercisable six months after the date of grant at an
exercise price per share equal to the fair market value of a share of Common
Stock on the date of grant. On December 5, 1995, each non-employee director
was granted a non-qualified option for 2,100 shares at an exercise price of
$52.00 per share.
6
BOARD MEETINGS AND COMMITTEES
During 1995, there were six meetings of the Board of Directors. All
members of the Board attended at least 75% of the total number of meetings of
the Board and all committees on which they served.
The following committees of the Board of Directors have primary
responsibility for audit, nomination or compensation matters.
AUDIT COMMITTEE: This committee has primary responsibility to review
accounting procedures and methods employed in connection with audit programs
and related management policies. Its duties include (1) selecting the
independent auditors for the Corporation, (2) reviewing the scope of the audit
to be conducted by them, (3) meeting with the independent auditors concerning
the results of their audit and (4) overseeing the scope and adequacy of the
Corporation's system of internal accounting controls. The Audit Committee is
the principal liaison between the Board of Directors and the independent
auditors for the Corporation. The members of the committee are Messrs. Hillas
(Chairman), Crutchfield and Holt and Mrs. Feigin. The committee held two
meetings during 1995.
FINANCE COMMITTEE: This committee monitors and recommends to the
Board the financial policies to be observed in conducting the affairs of the
Corporation. Included among its responsibilities are matters involving dividend
policy, the issuance of securities, capital appropriations, forecasts and
budgets and mergers and acquisitions. Members of the committee are Messrs.
Holt (Chairman), Crutchfield, Hurst, Pike and Sharp. The committee held four
meetings during 1995.
ORGANIZATION AND COMPENSATION COMMITTEE: It is the responsibility of
this committee to make a continuing review of the Corporation's compensation
and benefit programs, to consider its organizational structure, including
management development and succession, and to make recommendations to the Board
regarding such programs and structure. This committee also has responsibility
for (1) reviewing and recommending to the Board salary and incentive
compensation for the Corporation's Chief Executive Officer and other executive
officers and (2) reviewing and recommending to the Board of Directors,
short-term and long-term incentive compensation programs and setting
performance goals. The members of the committee are Mr. Pike (Chairman), Mrs.
Feigin, Mrs. Fairbairn and Messrs. Buzzell, Crutchfield, Hurst and Longbine.
No member of this committee has ever been employed by the Corporation. The
committee held five meetings during 1995.
NOMINATING COMMITTEE: The responsibilities of this committee include
the screening of potential candidates for director and the recommendation of
candidates to the Board of Directors. The Corporation's By-Laws provide that a
shareholder may nominate a person for election as a director if written notice
of the shareholder's intent to nominate a person for election as a director at
a meeting is received by the Secretary of the Corporation (1) in the case of an
Annual Meeting, not less than 150 days prior to the date of the Annual Meeting
or (2) in the case of a special meeting at which directors are to be elected,
not later than seven days following the day on which notice of the
7
meeting was first mailed to shareholders. The notice must contain specified
information about the shareholder and the nominee, including such information
as would be required to be included in a proxy statement pursuant to the rules
and regulations established by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The committee
will consider suggestions from the Corporation's shareholders, which should be
submitted to the Secretary of the Corporation. The committee may refuse to take
action on such recommendation, in which case the shareholder proposing the
nominee would have to follow the formal procedures set forth in the By-Laws.
The members of the committee are Messrs. Longbine (Chairman) and Pike. During
1995, the committee held one meeting.
Notwithstanding anything to the contrary set forth in any of the
Corporation's previous filings under the Securities Act of 1933, as amended, or
the 1934 Act, that might incorporate future filings, including this proxy
statement, in whole or in part, the following report and the Performance Graphs
on page 17 shall not be incorporated by reference into any such filings.
ORGANIZATION AND COMPENSATION COMMITTEE REPORT
PRINCIPLES OF EXECUTIVE COMPENSATION PROGRAM
The goal of the Corporation's Executive Compensation Program (the
"Program") is to attract, retain and motivate the Corporation's management team
to produce above average returns for shareholders.
In order to achieve this goal, the Program incorporates three
compensation objectives. First, the Program seeks to offer total compensation
at levels that are competitive with other large U.S. based companies with which
the Corporation may compete for executive talent. Based on advice received by
the Corporation from its independent compensation consultant, the Organization
and Compensation Committee of the Board (the "Compensation Committee") believes
that the Towers Perrin executive compensation database, which includes
executive compensation data for over 400 large U.S. based companies, fairly
represents this group (the "Corporation's Peer Group"). Second, the Program
aims to provide incentives to executives based on a number of variables,
including corporate and individual performances, and to reward superior
performance with superior levels of compensation. Third, the Program seeks to
encourage maximization of long-term total shareholder return by providing
executives with long-term incentives through executive stock ownership which
will create an identity of interests between the shareholders and executives.
The Corporation balances each of the Program's objectives by establishing
target compensation levels for executive pay which are achieved through a
combination of base salary, annual incentive pay and stock options designed to
create long-term incentives.
It is the philosophy of the Corporation that a significant portion of
each executive's total compensation should be at risk based on the financial
performance of the Corporation. The at-risk components of total compensation
are progressively greater for higher level positions. For 1995, the at-risk
components of the targeted
8
compensation packages for the five executive officers named in this proxy
statement ranged from 55% to 75%.
COMPETITIVE COMPENSATION TARGETS
Total compensation targets, consisting of base salary and annual and
long-term incentive awards, are set annually for all management positions.
Counsel with the Corporation's independent compensation consultant regarding
the Corporation's Peer Group as well as companies within the S & P Textile
(Apparel Manufacturers) Index together with analysis of published survey
materials and relevant proxy statements form the basis for establishing
compensation targets.
In general, commensurate with each position's responsibility and
impact on results, total compensation for each of the Corporation's executive
officers is targeted to be at the 75th percentile of compensation paid to
executives in comparable positions within the Corporation's Peer Group,
provided the performance goal established by the Compensation Committee under
the Corporation's Executive Incentive Compensation Plan ("EIC Plan") is met.
Under the EIC Plan, a performance goal based on the Corporation's
earnings per share, excluding the effects of certain non-recurring items, is
set each year by the Compensation Committee. Depending upon the level of
achievement of the performance goal, annual awards may range from 0 to 150% of
the target award for each EIC Plan participant. The maximum individual award
in any year is $1,500,000. The Compensation Committee may exercise negative
discretion to reduce awards generally or for any individual participant.
In 1995, the Compensation Committee recommended to the Board and the
Board approved a Discretionary Executive Bonus Plan ("DEB Plan"). The purpose
of the DEB Plan is to enable the Committee to establish performance goals for
senior members of management based on financial measurements which may include
but are not limited to the earnings per share measurement provided for in the
EIC Plan. Under the DEB Plan, the Board retains the discretion to increase or
decrease awards based on its evaluation of individual performance and other
factors it deems relevant. Targeted awards are included in the calculations
made for purposes of targeting total compensation for executive officers at the
75th percentile of compensation paid to executives in comparable positions with
the Corporation's Peer Group.
Stock options are typically granted annually under the Corporation's
1991 Option Plan to provide executive officers and other employees with a
competitive, long-term incentive opportunity. The size of each grant generally
increases with the level of responsibility of the executive officer. The
actual grant to each executive officer named in this proxy statement also
depends upon the Compensation Committee's assessment of the individual's
performance. The Committee does not assign specific weighting to these
factors.
9
SUMMARY OF ACTIONS TAKEN BY THE ORGANIZATION AND COMPENSATION COMMITTEE
1995 MERIT INCREASES
At its October 1994 meeting, the Committee approved merit increase
budgets for the Corporation and its subsidiaries based on competitive data
presented to the Committee on projected 1995 merit increase budgets for
comparable United States companies. The Corporation's overall 1995 merit
increase budget was 4%. At its February 1995 meeting, the Committee approved
actual salary increases to be effective as of January 1, 1995. The actual
salary increase for each executive officer was set based on an assessment of
the individual's performance and the individual's salary within his or her
salary grade as well as salary practices of comparable companies.
EXECUTIVE INCENTIVE COMPENSATION PLAN AWARDS
At its February 1995 meeting, the Committee fixed the EIC Plan
performance goal for the Corporation and the targeted bonus for each
participating executive. The dollar amount of the targeted bonus was based
upon a percentage of the midpoint of the salary range for the executive's
position. At its February 1996 meeting, the Committee granted EIC Plan awards
to the named executive officers. The awards were based primarily on the level
of achievement of the EIC Plan performance goal as well as a review and
assessment by the Committee of the performance of each named executive officer.
As a result of under-achievement of the target goal, 1995 awards ranged from
10% to 76% of base salary, reduced from payout awards of 75% to 133% of base
salary for 1994.
DISCRETIONARY EXECUTIVE BONUS PLAN AWARDS
In February 1995, the Committee recommended and the Board approved the
DEB Plan performance goal for the Corporation and each of its coalition groups
as well as the targeted bonus for each participating executive. The dollar
amount of the targeted bonus was based upon a percentage of the midpoint of the
salary range for the executive's position. At its February 1996 meeting, the
Board granted DEB Plan awards only to employees designated as participants in
the Jeanswear coalition group. The awards were based upon the level of
achievement of its performance goal. Of the named executive officers, a pro
rata bonus award was granted to Mr. Schamberger, who served as President of the
Corporation's Wrangler subsidiary until March 1, 1995.
STOCK OPTION GRANTS
At its December 1995 meeting, the Committee reviewed the Corporation's
philosophy with respect to stock option grants. In order to instill an
entrepreneurial spirit in the Corporation, it is the Corporation's practice to
grant options to a significant number of management-level employees. In 1995,
stock options were granted to 617 management-level employees, including the
named executive officers.
The stock options awarded to each executive officer named in this
proxy statement were based on the Committee's assessment of the individual's
total compensation from a competitive perspective within the guidelines
established by the Corporation and the executive's performance.
10
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Chief Executive Officer's salary, EIC Plan bonus award and stock
option grants follow the policies described above.
Mr. Pugh's salary increase for 1995 was 4%. Factors considered by the
Committee in determining this increase included Mr. Pugh's performance, the
Corporation's performance in 1994 and competitive salary data presented by the
Corporation's independent consultants. No specific weighting was assigned to
these factors in setting Mr. Pugh's salary increase.
In setting Mr. Pugh's incentive compensation award and stock option
grant for 1995, the Committee first reviewed the Corporation's financial
performance in 1995.
Reflecting a difficult retail environment, the Corporation's 1995
results were down considerably from the record levels of 1994. Net income was
$157.3 million ($2.41 per share) in 1995, a 43% decline compared to net income
of $274.5 million ($4.20 per share) in 1994. In the second half of the year,
the Corporation initiated a broad-based program to address changes in consumer
buying habits and an increasingly competitive retail pricing environment. This
program resulted in a charge to fourth quarter earnings of $155.9 million,
equal to $1.61 per share, to realign manufacturing facilities, reduce
administrative expense levels and revalue certain inventories.
The Committee considered the performance of other apparel suppliers
and concluded that the 1995 performance of the Corporation compares favorably.
The Committee also noted that the Corporation's year-end balance sheet remains
strong with a debt to total capital ratio of 32.3% and cash flow from
operations in 1995 of $323.6 million.
The Committee evaluated Mr. Pugh's personal contributions to the
Corporation in 1995, noting with approval the aggressive action taken in the
second half of the year to improve the Corporation's long-term competitive
position. The Committee noted Mr. Pugh's leadership in developing a strong
management team and effecting a smooth transition of the CEO position to Mr.
McDonald as of January 1, 1996. In addition, the Committee recognized Mr.
Pugh's significant contributions during his 14-year tenure as CEO, including
his key role in establishing the Corporation as a leader in the apparel
industry.
The Committee awarded Mr. Pugh $400,000 under the EIC Plan, a 60%
decrease from the 1994 award. The award was computed on the basis of the level
of achievement by the Corporation of the EIC Plan performance goal. The
Committee also awarded Mr. Pugh an option under the 1991 Stock Option Plan to
purchase 70,000 shares of the Corporation's Common Stock, a reduction of 20,000
shares from 1994. The grant was based on the Committee's evaluation of the
Corporation's financial performance in 1995, Mr. Pugh's personal performance in
1995 and his total compensation, as compared with total compensation of CEOs of
corporations of comparable size. No specific weighting was assigned to these
factors.
11
TAX DEDUCTIBILITY CONSIDERATIONS
Section 162(m) of the Internal Revenue Code of 1986, as amended,
limits the deductibility of compensation in excess of $1 million paid to the
executive officers named in this proxy statement, unless certain requirements
are met. It is the present intention of the Compensation Committee to preserve
the deductibility of compensation under Section 162(m) to the extent the
Committee believes that to do so is consistent with the best interests of
shareholders. In connection with the DEB Plan, the Committee and the Board of
Directors maintain discretion to increase as well as decrease awards based on
the Board's assessment of individual performance and other factors deemed
relevant. Accordingly, the DEB Plan does not meet the requirements of Section
162(m). In granting awards, the Board will nevertheless take into
consideration any potential loss of deductibility.
William E. Pike, Chairman
Robert D. Buzzell Edward E. Crutchfield
Ursula F. Fairbairn Barbara S. Feigin
Robert J. Hurst Robert F. Longbine
EXECUTIVE COMPENSATION
The following table sets forth a summary of the compensation paid or
accrued for the years 1993 through 1995 by the Corporation to or for the
benefit of the named executive officers.
12
SUMMARY COMPENSATION TABLE
==================================================================================================================================
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- ----------------------------------------------------------------------------------------------------------------------------------
OTHER RESTRICTED STOCK
ANNUAL STOCK OPTIONS/ LTIP ALL OTHER
NAME AND COMPEN- AWARD(S) SARS PAYOUTS COMPEN-
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) SATION($)(1) ($) (#) ($) SATION($)(2)
- ----------------------------------------------------------------------------------------------------------------------------------
L.R. Pugh(3) 1995 790,000 400,000 118,458 0 70,000 0 10,000
Chairman of the 1994 760,000 1,000,000 118,000 0 90,000 0 10,000
Board 1993 735,000 400,000 131,166 0 55,000 0 10,000
- ----------------------------------------------------------------------------------------------------------------------------------
M.J. McDonald(4) 1995 545,000 350,000 - 0 70,000 0 10,000
President and 1994 525,000 700,000 78,860 253,125(5) 50,000 0 10,000
Chief Executive 1993 444,750 283,000 - 0 38,000 0 10,000
Officer
- ----------------------------------------------------------------------------------------------------------------------------------
J.P. Schamberger 1995 359,333 256,000 150,371 0 22,000 0 10,000
Vice President and 1994 270,000 280,000 - 0 16,000 0 10,000
Chairman-Jeanswear 1993 225,000 130,000 - 0 19,000 0 10,000
Coalition
- ----------------------------------------------------------------------------------------------------------------------------------
D.G. MacFarlan 1995 316,250 200,000 - 0 17,000 0 10,000
Vice President and 1994 187,310 150,000 - 0 12,000 0 10,000
Chairman-Decorated 1993 141,000 50,000 - 0 9,000 0 9,696
Knitware/Playwear
Coalition
- ----------------------------------------------------------------------------------------------------------------------------------
G.G. Johnson 1995 356,000 110,000 - 0 15,000 0 10,000
Vice President- 1994 343,000 340,000 - 0 16,000 0 10,000
Finance and 1993 330,000 130,000 - 0 20,000 0 10,000
Chief Financial
Officer
==================================================================================================================================
(1) This column includes the incremental cost to the Corporation of providing
perquisites and other personal benefits, not included under Salary or
Bonus, where the amount of such benefits exceeds the lesser of $50,000 or
ten percent of the executive's Salary plus Bonus. Of the 1995 amount
shown for Mr. Pugh, $72,923 represents the cost of personal aircraft
transportation. Of the 1995 amount shown for Mr. Schamberger, $120,541
represents relocation expenses following his promotion to
Chairman-Jeanswear Coalition.
(2) The amount in this column represents the matching contribution of the
Corporation under the Executive Deferred Savings Plan.
(3) Mr. Pugh also served as President of the Corporation until October 20, 1993
and Chief Executive Officer until December 31, 1995.
(4) Mr. McDonald was a Group Vice President of the Corporation until October
20, 1993, at which time he was elected President of the Corporation. He
assumed the Chief Executive Officer position effective January 1, 1996.
(5) In recognition of his 1994 performance, an award of 5,000 shares of
restricted stock was made to Mr. McDonald in February 1995. Dividends paid
on restricted stock are reinvested in additional shares. On December 30,
1995, Mr. McDonald held 5,130 restricted shares having an aggregate value
of $270,607 based on the closing price of the Corporation's Common Stock on
December 30, 1995.
13
STOCK OPTIONS
The following table sets forth for each of the executive officers
named in this proxy statement information regarding the grant of stock options
by the Corporation in the 1995 fiscal year and their potential realizable
values. No stock appreciation rights have been granted to employees under the
1991 Stock Option Plan other than limited stock appreciation rights which
become exercisable only upon a Change in Control.
- -------------------------------------------------------------------------------------------------------
OPTION GRANTS IN THE 1995 FISCAL YEAR
- -------------------------------------------------------------------------------------------------------
POTENTIAL
REALIZABLE VALUE AT
ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- -------------------------------------------------------------------------------------------------------
% OF
NO. OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE 5% 10%
GRANTED IN FISCAL PRICE EXPIRATION (PRICE = (PRICE =
NAME (#) YEAR ($/SH) DATE $84.70) $134.87)
- -------------------------------------------------------------------------------------------------------
All shareholders N/A N/A $52.00 N/A $2.1 billion(1) $5.3 billion(1)
- -------------------------------------------------------------------------------------------------------
L.R. Pugh 70,000 6.58% $52.00 12/2005 $2,289,000 $5,800,900
M.J. McDonald 70,000 6.58% 52.00 12/2005 2,289,000 5,800,900
J.P. Schamberger 22,000 2.07% 52.00 12/2005 719,400 1,823,140
D.G. MacFarlan 17,000 1.60% 52.00 12/2005 555,900 1,408,790
G.G. Johnson 15,000 1.41% 52.00 12/2005 490,500 1,243,050
- -------------------------------------------------------------------------------------------------------
(1) The aggregate value of the 63,438,933 outstanding shares of Common Stock of
the Corporation on December 30, 1995, at the closing price of $52.75, was
approximately $3.3 billion. If the Common Stock appreciates at a compound
rate of 5% per year over the ten-year option term, the aggregate value of
all such shares would be approximately $5.4 billion, an increase of $2.1
billion for all shareholders. Similarly, if the Common Stock appreciates
at a compound rate of 10% per year over the ten-year option term, the
aggregate value of all such shares would be approximately $8.6 billion, an
increase of $5.3 billion for all shareholders. The purpose of providing
this information is to indicate the total potential shareholder gain over
the term of the options comparable to the potential gain shown for the
options.
14
The following table sets forth for each of the named executive
officers information regarding stock options exercised by such officers during
the 1995 fiscal year, together with the number and value of stock options held
at 1995 fiscal year-end, each on an aggregated basis.
- -------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN THE 1995 FISCAL YEAR AND FISCAL YEAR-END OPTION VALUE
- -------------------------------------------------------------------------------------------------------
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END (1)
----------------- ------------------
NUMBER OF
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- -------------------------------------------------------------------------------------------------------
L.R. Pugh 165,000 $4,031,480 446,800/70,000 $4,388,880/$52,500
M.J. McDonald -0- -- 188,000/70,000 $1,646,710/$52,500
J.P. Schamberger 19,000 $ 215,850 46,000/22,000 $ 77,600/$16,500
D.G. MacFarlan -0- -- 26,500/17,000 $ 126,150/$12,750
G.G. Johnson 54,000 $1,058,325 83,000/15,000 $ 394,430/$11,250
- -------------------------------------------------------------------------------------------------------
(1) Market value of underlying securities at year-end ($52.75), minus the
exercise price.
FUTURE REMUNERATION
PENSION PLAN
The Corporation maintains and contributes to the VF Corporation
Pension Plan (the "Pension Plan"), a defined benefit plan which covers a
significant percentage of the Corporation's domestic employees, including the
named executive officers.
The following table reflects estimated annual benefits which would be
payable, without regard to any limitation imposed by the Internal Revenue Code
or the Employee Retirement Income Security Act of 1974 ("ERISA"), under the
Pension Plan upon retirement of individuals in the specified remuneration and
years of service classifications.
- -----------------------------------------------------------------------------------------
ASSUMED AVERAGE
ANNUAL COMPENSATION ESTIMATED ANNUAL BENEFITS BASED ON SERVICE OF:
- -----------------------------------------------------------------------------------------
10 YEARS 15 YEARS 20 YEARS 25 YEARS OR MORE
- -----------------------------------------------------------------------------------------
$ 200,000 $ 34,212 $ 51,312 $ 68,412 $ 85,524
400,000 70,212 105,312 140,412 175,524
600,000 106,212 159,312 212,412 265,524
800,000 142,212 213,312 284,412 355,524
1,100,000 196,212 294,312 392,412 490,524
1,250,000 223,212 334,812 446,412 558,024
1,500,000 268,212 402,312 536,412 670,524
2,000,000 358,212 537,312 716,412 895,524
- -----------------------------------------------------------------------------------------
15
Benefits which are not payable under the Pension Plan because of
certain Code and/or ERISA limitations are provided pursuant to the
Corporation's Supplemental Executive Retirement Plan (see page 13). The
amounts in the table have been computed on a straight life annuity basis and
include entitlements from the Pension Plan and the Supplemental Executive
Retirement Plan, as applicable.
Each of the named executive officers has credited years of service
under the Pension Plan as follows: Mr. Pugh - 16 years; Mr. McDonald - 13
years; Mr. Schamberger - 23 years; Mr. MacFarlan - 17 years; and Mr. Johnson -
7 years.
The Pension Plan provides that, if it is "Overfunded" upon the
occurrence of a "Change in Control" of the Corporation (as those terms are
defined in the Pension Plan), certain Pension Plan assets in excess of those
needed to meet expected benefit entitlements are to be used fully and
irrevocably to vest each participant's accrued benefit and provide increases in
accrued benefits for active participants, retired participants, surviving
spouses and beneficiaries and terminated vested participants. The Pension Plan
is considered "Overfunded" to the extent that the fair market value of Pension
Plan assets exceeds Pension Plan liabilities (primarily the actuarial present
value of Pension Plan benefit entitlements).
If a "Change in Control" were to occur at the present time, the named
executive officers would have estimated annual benefits vested (excluding any
allocation of excess pension assets to participants) under the Pension Plan in
approximately the following amounts: Mr. Pugh - $400,000; Mr. McDonald -
$163,000; Mr. Schamberger - $80,000; Mr. MacFarlan - $40,000; and Mr. Johnson -
$69,000.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The Supplemental Executive Retirement Plan (the "SERP") is an
unfunded, non-qualified plan for eligible participants designed (i) to restore
benefits lost under the Pension Plan due to (a) the maximum legal limit of
pension benefits imposed under ERISA and the Code and (b) an election to defer
compensation under the Corporation's Deferred Compensation Plan and/or
Executive Deferred Savings Plan and (ii) to supplement the Pension Plan
benefits of those senior executives whose tenure may be relatively short by
virtue of having joined the Corporation in mid-career or who lost pension
benefits with former employers as a result of an early separation from service.
Eligibility to receive a supplemental benefit under the SERP is
discretionary with the Board of Directors, and the form of benefit is to be
determined on an individual basis by the Organization and Compensation
Committee of the Board of Directors.
As of the current date, the Supplemental Annual Benefit Determinations
approved by the Organization and Compensation Committee and the Board of
Directors provide benefits to the named executive officers as follows:
(1) Mr. Pugh's combined retirement income from the
Pension Plan and the SERP is fixed by the Board of Directors at 50% of his
final average compensation, payable upon retirement. "Final average
compensation" is defined as the average of
16
the highest three years of salary and bonus compensation received by Mr. Pugh
during the ten-year period immediately preceding retirement. For each year of
service after age 60, the percentage is increased by 2% to a maximum of 60% at
age 65.
(2) Each of Mr. McDonald and Mr. Johnson's combined
retirement income from the Pension Plan and the SERP will be an amount equal to
his Pension Plan benefit calculated (a) as if he has 25 credited years of
service under the Pension Plan, (b) without regard to any limitation imposed by
the Code or ERISA, (c) without regard to his participation in the Deferred
Compensation Plan or the Executive Deferred Savings Plan and (d) on the basis
of the average of the highest three years of his salary and bonus compensation
during the five-year period immediately preceding retirement.
(3) Each of Mr. Schamberger and Mr. MacFarlan's combined
retirement income from the Pension Plan and the SERP will be an amount equal to
his Pension Plan benefit calculated (a) without regard to the annual
compensation limitation imposed by Section 401(a)(17) of the Code and (b)
without regard to his participation in the Deferred Compensation Plan or the
Executive Deferred Savings Plan.
SERP benefits to be provided in accordance with the Supplemental
Annual Benefit Determinations described in subparagraphs (1) and (2) and the
portion of Messrs. Schamberger's and MacFarlan's SERP benefits under
subparagraph (3) above which are attributable to participation in the Executive
Deferred Savings Plan, will become funded upon a "Change in Control" of the
Corporation, as defined in the Change in Control Agreements described below.
In this regard, the Corporation has established a trust with UMB Bank, N.A., as
Trustee (the "SERP Trust"). The SERP Trust may be funded by the Corporation at
any time to secure payment of certain SERP benefits not otherwise paid by the
Corporation. Upon a Change in Control, the Corporation is required to fund the
SERP Trust, which becomes irrevocable.
If a Change in Control were to occur at the present time, the named
executive officers would have estimated annual benefits vested under the SERP
in approximately the following amounts: Mr. Pugh - $834,000; Mr. McDonald -
$375,000; Mr. Schamberger - $56,000; Mr. MacFarlan - $26,000; and Mr. Johnson -
$255,000.
CHANGE IN CONTROL ARRANGEMENTS
CHANGE IN CONTROL AGREEMENTS
The Corporation has entered into Change in Control Agreements with
certain executives of the Corporation (the "Agreements"). The Agreements
provide severance benefits to the designated executives in the event their
employment is terminated within a specified period after a "Change in Control"
of the Corporation, as such term is defined in the Agreements.
The Agreements generally have a term of three years with automatic
annual extensions. The Agreements may be terminated, subject to the
limitations outlined below, by the Corporation upon notice to the executive and
are automatically terminated if the executive's employment with the Corporation
ceases. The Corporation
17
may not terminate the Agreements (a) if it has knowledge that any third person
has taken steps or has announced an intention to take steps reasonably
calculated to effect a Change in Control or (b) within a specified period of
time after a Change in Control occurs. Severance benefits include the lump sum
payment of amounts ranging from 1.99 to 2.99 times the average annual
compensation for the five taxable years ending prior to the date on which a
Change in Control of the Corporation occurred.
There are no limitations on the total payments to be made to an
executive upon a Change in Control to prevent such payments from constituting
excess "parachute payments" (as that term is defined in the Code). Executives
also receive additional payments under the Agreements to reimburse them for any
increased taxes, penalties and interest resulting from severance payments under
the Agreements by reason of such payments being treated as excess parachute
payments (including payments to reimburse the executives for increased taxes).
In addition, the Agreements also provide for funding of the severance
benefits payable upon a Change in Control. In this regard, the Corporation has
established a Trust with UMB Bank, N.A., as Trustee (the "CIC Trust"). Upon a
Change in Control, the Corporation will fund the CIC Trust in an amount equal
to the severance benefits payable under the Agreements. The CIC Trust secures
payment to the executives of severance benefits payable under the Agreements,
to the extent not paid by the Corporation. (Also see FUTURE REMUNERATION -
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN.)
Had there been a "Change in Control" as of the end of the
Corporation's 1995 fiscal year, approximate payments under the Agreements for
the named executive officers would have been as follows: Mr. Pugh - $5,011,168;
Mr. McDonald - $2,857,193; Mr. Schamberger - $1,383,350; Mr. MacFarlan -
$999,974; and Mr. Johnson - $1,881,528.
Under the terms of the Agreements, the executives also would be
entitled to supplemental benefits, such as rights to exercise stock options,
lump sum payments under the Corporation's SERP, continued life and medical
insurance for specified periods after termination, entitlements under
retirement plans and a lump sum payment upon attaining retirement age. Upon a
Change in Control, the Corporation also will pay all reasonable legal fees and
related expenses incurred by the executives as a result of the termination of
their employment or in obtaining or enforcing any right or benefit provided by
the Agreements.
EXECUTIVE DEFERRED SAVINGS PLAN
The Corporation maintains an Executive Deferred Savings Plan (the "EDS
Plan"), which is an unfunded, non-qualified deferred compensation arrangement
for a select group of management and highly compensated employees of the
Corporation and certain of its subsidiaries.
The EDS Plan permits an eligible employee to defer the receipt of a
specified portion of his or her compensation until the date of retirement,
disability, death or termination of employment. The Corporation matches 50% of
the first $20,000 deferred
18
annually by each participant. Under the EDS Plan, the Corporation's obligation
to pay the sums deferred, including matching contributions, and gains or losses
credited thereto is unfunded and unsecured. However, the Corporation has
established an irrevocable trust with UMB Bank, N.A., as Trustee (the "EDS
Trust"), and the Corporation may make contributions to the EDS Trust at any
time to provide funds for payment of EDS Plan benefits not otherwise paid by
the Corporation. Upon a "Change of Control" of the Corporation, as defined in
the EDS Trust Agreement, matching contributions become fully vested and the
Corporation is required to contribute to the Trust the amount accrued for each
employee under the EDS Plan through the current year and not yet contributed to
the EDS Trust.
Had there been a Change in Control as of the end of the Corporation's
1995 fiscal year, approximate benefits under the EDS Plan for the named
executive officers would have been as follows: Mr. Pugh - $142,022; Mr.
McDonald - $433,170; Mr. Schamberger - $239,981; Mr. MacFarlan - $245,548; and
Mr. Johnson - $291,353.
TAX-ADVANTAGED SAVINGS PLAN
Until 1992, the named executive officers, as well as other salaried
employees were eligible to participate in the Corporation's Tax-Advantaged
Savings Plan (the "TAS Plan"). Thereafter, the named executive officers, as
well as certain other highly compensated employees, became ineligible to
participate further in the TAS Plan and instead became eligible to participate
in the EDS Plan effective February 1, 1992. Although the named executive
officers may no longer make contributions to the TAS Plan and the Corporation
is no longer making contributions to the TAS Plan on their behalf, they retain
their existing benefits and continue to be participants thereunder.
The TAS Plan permits an eligible salaried employee to defer the
receipt of up to 10% of his or her compensation (subject to an annual limit)
until the date of retirement, disability, death or termination of employment.
The TAS Plan was amended in January 1990 to increase the Corporation's
contribution and add an Employee Stock Ownership Plan component.
In January 1990, the ESOP trustee borrowed $65 million from the
Corporation for the purpose of acquiring for the ESOP 2,105,263 shares of
Series B Stock from the Corporation. Shares of Series B Stock are allocated to
TAS Plan participants' accounts as the loan balance is amortized.
The TAS Plan provides that upon a "Change in Control" of the
Corporation (as that term is defined in the TAS Plan) (i) the Corporation shall
immediately make a contribution to the TAS Plan in an amount sufficient to
satisfy the balance of all outstanding "Acquisition Loans" (as that term is
defined in the TAS Plan); (ii) the ESOP trustee shall immediately use such
contribution to satisfy all outstanding Acquisition Loans; and (iii)
unallocated shares of Series B Stock shall be allocated to participants'
accounts in proportion to their compensation.
Had there been a Change in Control as of the end of the Corporation's
1995 fiscal year, approximate benefits under the TAS Plan for the named
executive officers
19
would have been as follows: Mr. Pugh - $282,123; Mr. McDonald - $193,746; Mr.
Schamberger - $76,703; Mr. MacFarlan - $70,259; and Mr. Johnson - $138,997.
RESTRICTED STOCK AWARDS
Under the Restricted Stock Agreement (the "Agreement") entered into
between the Corporation and Mr. McDonald in 1995, 5,000 shares of restricted
Common Stock were awarded to Mr. McDonald. Upon a "Change in Control" of the
Corporation, as defined in the Agreement, all restrictions on the shares
awarded to Mr. McDonald pursuant to the Agreement lapse. Had there been a
Change in Control as of the end of the Corporation's 1995 fiscal year, 5,130
shares, which includes shares issued upon reinvestment of dividends, would have
been delivered to Mr. McDonald.
The Key Employee Restricted Stock Plan (the "KERS Plan"), approved by
the shareholders in 1995, authorizes the award to key employees of the
Corporation, as designated by the Compensation Committee, of up to an aggregate
of 300,000 shares of Common Stock of the Corporation, including shares issued
upon reinvestment of dividends paid on the awarded shares. The maximum award
which may be granted to any key employee for any fiscal year is 5,000 shares,
excluding shares to be issued upon reinvestment of dividends paid on the
awarded shares. Restricted shares are awarded on the basis of achievement of
annual performance objectives established by the Compensation Committee and
generally are subject to forfeiture upon termination of employment prior to
vesting of the awarded shares. Upon a "Change in Control" of the Corporation,
as defined in the KERS Plan, all restrictions on shares awarded pursuant to the
KERS Plan will lapse. Mr. McDonald was the only key employee designated a
participant for 1995. As the performance objective established for Mr.
McDonald by the Compensation Committee for 1995 was not met, no shares were
awarded.
20
PERFORMANCE GRAPHS
The following graphs compare the five-year and ten-year cumulative
total return of the Corporation's Common Stock (stock price appreciation plus
dividend reinvestment) to the cumulative total return of the S&P 500 and S&P
Textile (Apparel Manufacturers) Indices, respectively. The five-year
comparison is required by the rules of the Securities and Exchange Commission.
The ten-year comparison is provided to demonstrate to our long-term
shareholders the comparative cumulative total return of the Corporation's
Common Stock over a period equal to the normal term of stock options granted by
the Corporation as part of its long-term management incentive compensation
program.
VF CORPORATION
Comparison of 5-Year Total Shareholder Return
VF Corporation vs. S&P 500 and S&P Textile Companies
[FIGURE 1]
1990 1991 1992 1993 1994 1995
VF 100.00 222.58 306.21 272.19 294.66 328.12
S&P 500 100.00 130.47 140.41 154.56 156.60 215.45
S&P Textile 100.00 160.38 170.72 129.08 126.42 141.98
+ Over a five-year period, the Corporation's total return of 228%
compares with 115% and 42% for the S&P 500 and S&P Textile
(Apparel Manufacturers) Indices, respectively.
VF CORPORATION
Comparison of 10-Year Total Shareholder Return
VF Corporation vs. S&P 500 and S&P Textile Companies
[FIGURE 2]
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995
VF 100.00 121.59 98.65 119.16 135.78 82.04 182.61 251.23 223.32 241.75 269.20
S&P 500 100.00 118.67 124.90 145.64 191.79 185.83 242.45 260.92 287.22 291.02 400.37
S&P Textile 100.00 143.38 115.59 130.87 172.41 149.97 240.52 256.03 193.58 189.59 212.93
+ Over a ten-year period, the Corporation's total return of 169%
compares with 300% and 112% for the S&P 500 and S&P Textile
(Apparel Manufacturers) Indices, respectively.
21
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN BENEFICIAL OWNERS
Shown below are persons known by the Corporation to have voting power
and/or investment power over more than 5% of its Common Stock and Series B
Stock, except as otherwise indicated in the footnotes below, as well as certain
other information, all as of March 1, 1996.
- --------------------------------------------------------------------------------------------------------------
BENEFICIAL OWNER AMOUNT OF PERCENT
AND NATURE OF OWNERSHIP BENEFICIAL OWNERSHIP(1) OF CLASS
- --------------------------------------------------------------------------------------------------------------
Common Stock
------------
William E. Pike, M. Rust Sharp
and PNC Bank, N.A., P.O. Box
7648, Philadelphia, PA 19101, as Trustees
under Deeds of Trust dated August 21,
1951 (2 3 4).......................................... 6,972,668 shares 11.0%
William E. Pike, M. Rust Sharp
and PNC Bank, N.A., P.O. Box
7648, Philadelphia, PA 19101, as Trustees
under the Will of John E. Barbey,
deceased (2 3 4)...................................... 4,488,976 shares 7.0%
----------------- ------
Total .............. 11,461,644 shares 18.0%
Sanford C. Bernstein & Co., Inc.
One State Street Plaza
New York, NY 10004(5)................................ 4,139,056 shares 6.5%
The Capital Group Companies, Inc.
333 South Hope Street
Los Angeles, CA 90071(6)............................. 4,256,400 shares 6.7%
Series B ESOP Convertible Preferred Stock
-----------------------------------------
UMB Bank, N.A.,
P.O. Box 419226, Kansas City,
MO 64179, as Trustee of the Corporation's
Tax-Advantaged Savings Plan for
Salaried Employees ................................... 1,964,941 shares 100%
- --------------------------------------------------------------------------------------------------------------
22
(1) None of the shares in this column is known to be a share with respect
to which any of the listed owners has the right to acquire beneficial
ownership, as specified in Rule 13d-3(d)(1) under the 1934 Act.
(2) Messrs. Pike and Sharp are directors of the Corporation.
(3) Present life tenants and remaindermen under the Will are various. All
present life tenants and all or most future life tenants and/or
remaindermen under the Deeds of Trust are, or will be, descendants of
John E. Barbey. No individual life tenant or remainderman may, within
60 days, attain beneficial ownership, as specified in Rule 13d-3(d)(1)
under the 1934 Act, which exceeds 5% of the outstanding shares.
(4) Including shares in the above table, PNC Bank, N.A. held a total of
11,572,702 shares (18.2%) of the class outstanding of the
Corporation's Common Stock in various trust and agency accounts on
December 31, 1995. As to all such shares, the Bank had sole voting
power over 105,344 shares, shared voting power over 11,465,444 shares,
sole investment power over 24,644 shares and shared investment power
over 11,487,858 shares. Including shares held by PNC Bank, N.A., its
holding company parent, PNC Bank Corp, held a total of 132,119 shares
with sole voting power, 11,465,444 shares with shared voting power,
25,444 shares with sole investment power and 11,488,058 shares with
shared investment power.
(5) The information in the above table concerning Sanford C. Bernstein &
Co., Inc., a registered investment advisor/broker dealer, was obtained
from a Schedule 13G filed with the Securities and Exchange Commission
on February 5, 1996. At December 31, 1995, Sanford C. Bernstein &
Co., Inc. had sole voting power over 2,355,770 shares, shared voting
power over 407,406 shares and sole dispositive power over 4,139,056
shares.
(6) The information in the above table concerning The Capital Group, an
investment management firm, was obtained from a Schedule 13G filed
with the Securities and Exchange Commission on February 9, 1996. As of
December 31, 1995, Capital Guardian Trust Company and Capital Research
and Management Company, operating subsidiaries of The Capital Group
Companies, Inc., exercised sole voting power over 1,927,700 shares and
sole dispositive power over 4,256,400 shares.
COMMON STOCK OWNERSHIP OF MANAGEMENT
The following table reflects, as of March 1, 1996, the total
beneficial ownership of Common Stock of the Corporation by each director and
named executive officer, and by all directors and executive officers as a
group. Each named individual and all members of the group exercise sole voting
and investment power, except as indicated in the footnotes. Share ownership of
Messrs. Pike and Sharp includes 11,461,644 shares reported under Certain
Beneficial Owners, as to which they share voting and investment power with PNC
Bank, N.A. as Trustees (see page 18). Other than Messrs. Pike and Sharp, the
percentage of shares owned beneficially by each named person does not exceed 1%
of the Common Stock outstanding.
23
Amount and Nature of
Beneficial Ownership Total
---------------------- Shares
Shares Option Shares Beneficially
Name Owned(1) Exercisable(2) Owned
- ---------------------------------------------------------------------------------------------------------
Robert D. Buzzell . . . . . . . . . . . . . . . 800 5,700 6,500
Edward E. Crutchfield . . . . . . . . . . . . . 1,500 5,700 7,200
Ursula F. Fairbairn . . . . . . . . . . . . . . 817 1,800 2,617
Barbara S. Feigin . . . . . . . . . . . . . . . 1,900 5,700 7,600
Roger S. Hillas . . . . . . . . . . . . . . . . 3,538 5,700 9,238
Leon C. Holt, Jr. . . . . . . . . . . . . . . . 4,500(3) 5,700 10,200
Robert J. Hurst . . . . . . . . . . . . . . . . 1,400 1,800 3,200
Robert F. Longbine . . . . . . . . . . . . . . . 3,500(4) 5,700 9,200
Mackey J. McDonald . . . . . . . . . . . . . . . 16,776(5) 183,000 199,776
William E. Pike . . . . . . . . . . . . . . . . 11,464,244 7,200 11,471,444
Lawrence R. Pugh . . . . . . . . . . . . . . . . 17,677 446,800 464,477
M. Rust Sharp . . . . . . . . . . . . . . . . . 11,462,644 7,200 11,469,844
L. Dudley Walker . . . . . . . . . . . . . . . . 27,500(6) 5,700 33,200
John P. Schamberger . . . . . . . . . . . . . . 7,543 46,000 53,543
Daniel G. MacFarlan . . . . . . . . . . . . . . 2,912 26,500 29,412
Gerard G. Johnson . . . . . . . . . . . . . . . 10,000 83,000 93,000
All Directors and Executive Officers
as a Group (21 persons) . . . . . . . . . . . 11,585,534(7) 952,200 12,537,734
- ---------------------------------------------------------------------------------------------------------
(1) Shares owned include shares held in trusts in connection with employee
benefit plans, as to which the following participants share voting
power but have no present investment power: Mr. McDonald - 2,007
shares; and all executive officers as a group - 5,906 shares. Does
not include shares of Series B Stock held in trust in connection with
an employee benefit plan, as to which participants also share voting
power but have no present investment power (and no power to direct
conversion into Common Stock), as follows: Mr. Pugh - 189 shares; Mr.
McDonald - 189 shares; Mr. Schamberger - 289 shares; Mr. MacFarlan -
251 shares; Mr. Johnson - 189 shares; and all executive officers as a
group - 2,100 shares. Shares owned also include shares held in a trust
in connection with an employee benefit plan, as to which the following
participants have investment power but no voting power: Mr. McDonald
- 26 shares; Mr. MacFarlan - 2,912 shares; and all executive officers
as a group - 2,938 shares.
(2) All shares in the column "Option Shares Exercisable" are subject to
options under the 1982 Stock Option Plan and/or the 1991 Stock Option
Plan.
(3) Includes 2,000 shares held by the Holt Family Foundation, of which Mr.
Holt is a Trustee. Mr. Holt shares voting and investment power with
respect to these shares.
(4) Mr. Longbine shares voting and investment power with his wife.
(5) Includes 5,000 shares solely owned by his wife. Also includes 5,130
shares pursuant to a restricted stock award to Mr. McDonald in 1995
over which he holds no investment power.
(6) Includes 8,000 shares solely owned by his wife.
(7) Includes 2,730 shares solely owned by the spouses of two officers.
24
OTHER INFORMATION
OTHER MATTERS
The Board of Directors does not know of any other matter which is
intended to be brought before the Meeting, but if any other matter is
presented, the persons named in the enclosed proxy intend to vote the same
according to their best judgment.
The enclosed proxy may be revoked by a later-dated proxy, by giving
notice to the Secretary of the Corporation in writing prior to the Meeting or
by personal notification at the Meeting prior to the voting.
CHANGE IN ACCOUNTANTS
On July 18, 1995, the Corporation engaged Coopers & Lybrand L.L.P. as
its new independent accountants to audit the Corporation's financial
statements, replacing Ernst & Young LLP ("E&Y"). This action was approved by
the Audit Committee of the Corporation's Board of Directors on July 17, 1995.
E&Y's report on the Corporation's financial statements for fiscal
years 1993 and 1994 did not contain any adverse opinion, disclaimer of opinion
or qualification or modification as to uncertainty, audit scope or accounting
principles.
During fiscal years 1993 and 1994 and the interim period subsequent to
fiscal year 1994, there were no disagreements between the Corporation and E&Y
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of E&Y, would have caused it to make a reference to the subject
matter of the disagreements in connection with its report.
During fiscal years 1993 and 1994 and the interim period subsequent to
fiscal year 1994, E&Y did not advise the Corporation that (1) the internal
controls necessary for the Corporation to develop reliable financial statements
did not exist or (2) information had come to E&Y's attention that led it to no
longer be able to rely on management's representations or that made E&Y
unwilling to be associated with the financial statements prepared by the
Corporation's management or (3) there was a need to expand significantly the
scope of its audit, or that information had come to E&Y's attention during such
period that, if further investigated, may materially impact the fairness or
reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to fiscal year 1994 (including
information that may prevent it from rendering an unqualified audit report on
those financial statements), or cause E&Y to be unwilling to rely on
management's representations or be associated with the Corporation's financial
statements, and due to E&Y's dismissal, or for any other reason, E&Y did not so
expand the scope of its audit or conduct such further investigations, or (4)
information has come to E&Y's attention that it has concluded materially
impacts the fairness or reliability of either a previously issued audit report
or the underlying financial statements, or the financial statements issued or
to be issued covering the fiscal periods subsequent to fiscal year 1994
(including information that unless resolved to
25
E&Y's satisfaction would prevent it from rendering an unqualified audit report
on those financial statements) and due to E&Y's dismissal, or for any other
reason, the issue had not been resolved to E&Y's satisfaction prior to its
dismissal.
During fiscal years 1993 and 1994 and the interim period subsequent to
fiscal 1994, neither the Corporation nor anyone on its behalf consulted Coopers
& Lybrand L.L.P. regarding either the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Corporation's financial statements, and
neither a written report nor oral advice was provided to the Corporation by
Coopers & Lybrand L.L.P.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires
directors and certain officers of the Corporation, as well as persons who own
more than 10% of a registered class of the Corporation's equity securities
("Reporting Persons"), to file reports of ownership and changes in ownership on
Forms 3, 4 and 5 with the Securities and Exchange Commission and the New York
Stock Exchange. The Corporation believes that during the preceding year all
Reporting Persons timely complied with all filing requirements applicable to
them.
EXPENSES OF SOLICITATION
The cost of this proxy solicitation will be borne by the Corporation.
In addition to the use of mail, proxies may be solicited in person or by
telephone by employees of the Corporation without additional compensation. The
Corporation has engaged D. F. King & Co., Inc. to solicit proxies in
connection with the proxy statement, and employees of that company are expected
to solicit proxies in person, by telephone and by mail. The anticipated cost to
the Corporation of such solicitation is approximately $10,000. The Corporation
will reimburse brokers and other persons holding stock in their names or in the
names of nominees for their expenses incurred in sending proxy material to
principals and obtaining their proxies.
1997 SHAREHOLDER PROPOSALS
In order for shareholder proposals for the 1997 Annual Meeting of
Shareholders to be eligible for inclusion in the Corporation's proxy statement,
they must be received by the Corporation at its principal office in Wyomissing,
Pennsylvania, on or before November 15, 1996.
By Order of the Board of Directors
L. M. Tarnoski
Vice President-Secretary
Dated: March 15, 1996
26
VF CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned hereby appoints L.R. Pugh and M.J.
McDonald, and each of them, Proxies with power to appoint a substitute
R and hereby authorizes them to represent and to vote all shares of
Common Stock of VF Corporation held of record by the undersigned on
O March 1, 1996, at the Annual Meeting of Shareholders of VF Corporation
to be held on April 16, 1996, and at any adjournments thereof, and to
X vote, as directed on the reverse side of this card and, in
their discretion, upon such other matters not specified as may come
Y before said meeting.
ELECTION OF DIRECTORS Change of Address and Comments
Nominees: Ursula F. Fairbairn ------------------------------
Barbara S. Feigin ------------------------------
Mackey J. McDonald ------------------------------
Lawrence R. Pugh ------------------------------
(If you have written in the above
space, please mark the corresponding
box on the reverse side on this
card.)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE BOX, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
PLEASE MARK YOUR
/X/ VOTE AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS.
DIRECTORS RECOMMEND A VOTE FOR ALL NOMINEES
FOR WITHHELD
1. Election of
Directors / / / / Change of Address/
(See reverse) Comments on Reverse
Side
For, except vote withheld from the following nominee(s):
- --------------------------------------------------------
PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE. NO POSTAGE REQUIRED IF MAILED IN THE
UNITED STATES
NOTE: PLEASE SIGN NAME(S) EXACTLY AS PRINTED
HEREON. JOINT OWNERS SHOULD EACH SIGN.
WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE
GIVE FULL TITLE AS SUCH.
----------------------------------------------------
----------------------------------------------------
SIGNATURE(S) DATE
VOTING INSTRUCTION CARD
VF CORPORATION
Instructions Solicited on Behalf of the Board of Directors of VF Corporation
for the Annual Meeting of Shareholders
TO: UMB Bank, N.A.,
Trustee for the VF Corporation Tax-Advantaged Savings Plan for Salaried
Employees (the "Plan")
The undersigned hereby instructs the Trustee to vote, in person or by
proxy, the Common and/or Series B ESOP Convertible Preferred Stock held by
it and credited to my account under the Plan at the 1996 Annual Meeting of
Shareholders of VF Corporation to be held on April 16, 1996, and at any
adjournments thereof.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation recommends a vote FOR the
Election of Directors.
Nominees: Ursula F. Fairbairn, Barbara S. Feigin, Mackey J. McDonald and
Lawrence R. Pugh
/ / VOTE FOR all nominees listed above, / / VOTE WITHHELD from all
except vote withheld from individual nominees.
nominees as follows (if any):
--------------------------------------
(Continued, and to be signed on reverse side)
(Continued from other side)
These instructions when properly executed and received timely by the
Trustee will be followed by the Trustee in voting the shares of Common and/or
Series B ESOP Convertible Preferred Stock held by it and credited to the account
of the undersigned participant. If you return this card properly signed but do
not otherwise specify your choices, shares will be voted FOR the Election of
Directors. If you do not return this card timely, your shares will be voted by
the Trustee in the same proportion as the shares with respect to which such
instructions are received from other participants in the Plan.
Signature of Participant:
---------------------------------------------
Dated:_________________________________, 1996
IMPORTANT: Please sign and date these instructions
exactly as your name appears hereon.
PLEASE SIGN, DATE AND RETURN THESE INSTRUCTIONS
PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
REQUIRED IF MAILED IN THE UNITED STATES.
VOTING REQUEST
TO: VF CORPORATION PENSION PLAN COMMITTEE (THE "COMMITTEE"),
ADMINISTRATOR OF THE VF EXECUTIVE DEFERRED SAVINGS PLAN (THE "PLAN")
As a participant in the Plan with certain Basic and/or Matching
Deferrals being credited with gains and losses as if invested in the VF
Corporation Stock Fund, and in accordance with the Committee's recently adopted
procedures permitting each such participant the right to request that the VF
shares held by the trustee of the grantor trust relating to the Plan and
credited to the participant's Plan account at the record date be voted in a
specific manner, I hereby request that my VF shares so credited be voted, in
person or by proxy, in the manner shown below:
ELECTION OF DIRECTORS
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS A VOTE FOR THE
ELECTION OF DIRECTORS.
Nominees: Ursula F. Fairbairn, Barbara S. Feigin, Mackey J. McDonald and
Lawrence R. Pugh
/ / VOTE FOR all nominees listed / / VOTE WITHHELD
above, except vote withheld from all nominees
from individual nominees as
follows (if any):
----------------------------
----------------------------
I understand that if I return this card properly signed but do not
otherwise specify my choices, this card will be deemed to be a request to vote
FOR the Election of Directors. I further understand that this Committee,
pursuant to its discretionary powers under the Plan, may reject this request
and direct the trustee to vote the shares in a contrary manner.
Signature of Participant:
- ------------------------------------
Dated: ______________________, 1996
PLEASE SIGN, DATE AND RETURN THESE
INSTRUCTIONS PROMPTLY IN THE
IMPORTANT: Please sign and date these ENCLOSED ENVELOPE. NO POSTAGE
instructions exactly as your name REQUIRED IF MAILED IN THE UNITED
appears hereon. STATES.