EXHIBIT 99(a)
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, 1995
Commission file number 1-5256
-----------------------
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full title of plan)
1047 NORTH PARK ROAD
WYOMISSING, PA 19610
(Address of principal executive offices)
(610) 378-1151
(Registrant's telephone number, including area code)
1
Item 1. Changes in the Plan
Effective April 1, 1994, the amount of compensation that eligible employees may
elect to contribute to the Plan was increased from 8% to 10%.
Item 2. Changes in Investment Policy
The Fidelity Puritan Fund and Templeton Foreign Fund were added in 1995 as
investment options.
Item 3. Contributions Under the Plan
Contributions made by VF Corporation (the Corporation) are measured by
reference to the employee's contributions and are not discretionary.
Item 4. Participating Employees
There were approximately 7,587 enrolled participants in the Plan as of December
31, 1995, out of approximately 8,419 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 of the Corporation: Lori M. Tarnoski, Vice
President-Secretary; Frank C. Pickard III, Vice
President-Treasurer; and Harold E. Addis, Vice President-Human
Resources and Administration. All committee persons are
located at the Corporation's headquarters: 1047 North Park
Road, Wyomissing, PA 19610. 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
UMB Bank, n.a., 10th and Grand, P.O. Box 419692, Kansas City,
MO 64141-6692, has been appointed as Trustee under the Plan.
Under the terms of the Trust Agreement, UMB Bank, n.a. holds
and invests all assets of the Plan, subject to the direction
of each of the participants of the Plan regarding the fund or
funds to receive contributions.
(b) The custodian's compensation is paid by the Corporation.
(c) No bond was furnished or is required to be furnished by the Trustee.
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. The statement also shows
the Corporation's matching contributions allocated to the participant through
the Employee Stock Ownership Plan, which are invested in ESOP Preferred Stock,
and the fair values based on the preferred stock's stated redemption price of
$30.875 per share or 80% of the market value of the Corporation's Common Stock,
whichever is greater.
2
Item 8. Investment of Funds
Each participant by calling the VF Savings Line directs the recordkeeper who
notifies the Trustee 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
- Equity Growth Fund
- Foreign Fund
- VF Corporation Common Stock Fund (investing in common stock
of the Corporation)
Brokerage commissions of $8,909, $6,859 and $6,436 for the years ended December
31, 1995, 1994 and 1993 were paid by the Trustee to acquire the Corporation's
common stock for the Plan.
The Corporation's matching contributions go solely to the ESOP. These
contributions are allocated to participants who receive full value in the form
of ESOP Preferred Stock and are used by the ESOP to pay debt service on a loan
from the Corporation.
Item 9. Financial Statements and Exhibits
(a)Financial Statements Page No.
Report of Independent Accountants 5
Statements of Net Assets Available for Benefits -
For the Years Ended December 31, 1995 and 1994
- Combined Plan 6
- Money Market Fund and Fixed Income Fund 7
- Balanced Fund and Equity Growth & Income Fund 8
- Equity Growth Fund and Foreign Fund 9
- VF Corporation Common Stock Fund and 10
Employee Stock Ownership Plan
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 1995, 1994 and 1993
- Combined Plan 11
- Money Market Fund 12
- Fixed Income Fund 13
- Balanced Fund 14
- Equity Growth & Income Fund 15
- Equity Growth Fund 16
- Foreign Fund 17
- VF Corporation Common Stock Fund 18
- Employee Stock Ownership Plan 19
Notes to Financial Statements 20
Schedules:
Schedules I, II and III have been omitted because the
required information is included in the financial
statements and the related notes.
(b)Exhibits - none
3
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 Salaried Employees
------------------------------------------
By: /s/ Louis J. Fecile
---------------------------------------
Louis J. Fecile
Vice President - Employee Benefits
Date: March 19, 1996
4
Report of Independent Accountants
VF Corporation Pension Plan Committee
VF Corporation Tax-Advantaged Savings Plan
for Salaried Employees
We have audited the accompanying statement of net assets available for benefits
of the VF Corporation Tax-Advantaged Savings Plan for Salaried Employees as of
December 31, 1995, and the related statement of changes in net assets available
for benefits for the year then ended. The financial statements of the VF
Corporation Tax-Advantaged Savings Plan for Salaried Employees as of December
31, 1994, and for the years ended December 31, 1994 and 1993, were audited by
other auditors whose report dated March 10, 1995 expressed an unqualified
opinion on these statements. 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the 1995 financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the VF
Corporation Tax-Advantaged Savings Plan for Salaried Employees at December 31,
1995 and the changes in its net assets available for benefits for the year then
ended, in conformity with generally accepted accounting principles.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The fund information in the
statement of net assets available for benefits and in the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund. The
fund information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Coopers & Lybrand L.L.P.
Philadelphia, Pennsylvania
March 15, 1996
5
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
December 31
----------------------------------------
ASSETS 1995 1994
------ ---- ----
Investments at fair value
VF Corporation Common Stock -
340,506 shares in 1995
396,815 shares in 1994 $ 17,961,692 $ 19,295,129
VF Corporation ESOP
Preferred Stock -
1,964,942 shares in 1995
2,014,427 shares in 1994 82,920,550 78,361,197
United States government obligations 17,329,048 15,767,773
Other securities 73,881,463 48,287,278
-------------- --------------
Total investments 192,092,753 161,711,377
Dividends and interest receivable 338,457 275,090
Loans receivable from participants 8,705,631 7,283,233
-------------- --------------
TOTAL ASSETS 201,136,841 169,269,700
-------------- --------------
LIABILITIES
-----------
Withdrawals and terminations
payable to participants 0 1,988,052
Employee Stock Ownership
Plan obligation - payable to VF Corporation 46,650,286 51,667,392
-------------- --------------
TOTAL LIABILITIES 46,650,286 53,655,444
-------------- --------------
Net assets available for benefits $154,486,555 $115,614,256
============== ==============
See notes to financial statements.
6
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
MONEY MARKET FUND AND FIXED INCOME FUND
Money Market Fund Fixed Income Fund
December 31 December 31
----------------------------------- ------------------------------------
ASSETS 1995 1994 1995 1994
------ ---- ---- ---- ----
Investments, at fair value
United States government obligations $ 0 $ 0 $17,329,048 $15,767,773
Other securities 6,187,337 5,717,176 1,175,779 1,236,587
-------------- ------------- ------------- -------------
Total investments 6,187,337 5,717,176 18,504,827 17,004,360
Dividends and interest receivable 31,938 27,978 302,060 242,709
Loans receivable from participants 1,423,668 1,224,845 1,630,963 1,406,351
-------------- ------------- ------------- -------------
TOTAL ASSETS 7,642,943 6,969,999 20,437,850 18,653,420
-------------- ------------- ------------- -------------
LIABILITIES
-----------
Withdrawals and terminations
payable to participants 0 90,309 0 526,219
-------------- ------------- ------------- -------------
TOTAL LIABILITIES 0 90,309 0 526,219
-------------- ------------- ------------- -------------
Net assets available for benefits $ 7,642,943 $ 6,879,690 $20,437,850 $18,127,201
============== ============= ============= =============
See notes to financial statements.
7
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
BALANCED FUND AND EQUITY GROWTH & INCOME FUND
Balanced Fund Equity Growth & Income Fund
December 31 December 31
------------- ---------------------------------
ASSETS 1995 1995 1994
------ ---- ---- ----
Investments, at fair value
Other securities $ 3,932,420 $34,980,125 $25,348,419
------------- ------------- -------------
Total investments 3,932,420 34,980,125 25,348,419
Dividends and interest receivable 30 223 125
Loans receivable from participants 53,297 2,457,411 1,986,103
------------- ------------- -------------
TOTAL ASSETS 3,985,747 37,437,759 27,334,647
------------- ------------- -------------
LIABILITIES
-----------
Withdrawals and terminations
payable to participants 0 0 387,091
------------- ------------- -------------
TOTAL LIABILITIES 0 0 387,091
------------- ------------- -------------
Net assets available for benefits $ 3,985,747 $37,437,759 $26,947,556
============= ============= =============
See notes to financial statements.
8
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH FUND & FOREIGN FUND
Equity Growth Fund Foreign Fund
December 31 December 31
------------------------------------- --------------
ASSETS 1995 1994 1995
------ ---- ---- ----
Investments, at fair value
Other securities $24,727,939 $15,730,539 $ 2,370,207
-------------- -------------- --------------
Total investments 24,727,939 15,730,539 2,370,207
Dividends and interest receivable 321 148 12
Loans receivable from participants 994,276 543,483 (34,572)
-------------- -------------- --------------
TOTAL ASSETS 25,722,536 16,274,170 2,335,647
-------------- -------------- --------------
LIABILITIES
-----------
Withdrawals and terminations
payable to participants 0 294,676 0
-------------- -------------- --------------
TOTAL LIABILITIES 0 294,676 0
-------------- -------------- --------------
Net assets available for benefits $25,722,536 $15,979,494 $ 2,335,647
-------------- -------------- --------------
See notes to financial statements.
9
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
VF CORPORATION COMMON STOCK FUND AND EMPLOYEE STOCK OWNERSHIP PLAN
VF Corporation Common Stock Fund Employee Stock Ownership Plan
December 31 December 31
----------------------------------- --------------------------------------
ASSETS 1995 1994 1995 1994
------ ---- ---- ---- ----
Investments, at fair value
VF Corporation Common Stock
340,506 shares in 1995
396,815 shares in 1994 $17,961,692 $19,295,129 $ 0 $ 0
VF Corporation ESOP
Preferred Stock
1,964,942 shares in 1995
2,014,427 shares in 1994 0 0 82,920,550 78,361,197
Other securities 315,239 177,387 192,417 77,170
-------------- -------------- ---------------- --------------
Total investments 18,276,931 19,472,516 83,112,967 78,438,367
Dividends and interest receivable 514 637 3,359 3,493
Loans receivable from participants 2,180,588 2,122,451 0 0
-------------- -------------- ---------------- --------------
TOTAL ASSETS 20,458,033 21,595,604 83,116,326 78,441,860
-------------- -------------- ---------------- --------------
LIABILITIES
-----------
Withdrawals and terminations
payable to participants 0 314,703 0 352,878
Employee Stock Ownership
Plan obligation - payable to VF Corporation 0 0 46,650,286 51,667,392
Forfeitures related to withdrawals
and terminations 0 0 0 22,176
-------------- -------------- ---------------- --------------
TOTAL LIABILITIES 0 314,703 46,650,286 52,042,446
-------------- -------------- ---------------- --------------
Net assets available for benefits $20,458,033 $21,280,901 $36,466,040 $26,399,414
============== ============== ================ ==============
10
See notes to financial statements.
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
COMBINED PLAN
Year Ended December 31
------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Dividends on VF Corporation
Common Stock $ 538,867 $ 497,205 $ 492,821
Dividends on ESOP
Preferred Stock 4,131,256 4,228,632 4,290,967
Interest 1,255,562 979,143 1,052,117
Income from mutual funds and
bank common trust funds 3,693,225 2,614,714 2,285,814
-------------- -------------- --------------
9,618,910 8,319,694 8,121,719
-------------- -------------- --------------
Contributions
Interest on loan repayments 548,512 402,626 288,773
Participants 14,883,216 15,290,975 10,822,389
VF Corporation 5,762,864 5,570,215 4,542,628
-------------- -------------- --------------
21,194,592 21,263,816 15,653,790
-------------- -------------- --------------
Withdrawals (6,901,351) (8,128,767) (4,975,559)
Forfeitures that reduce
VF Corporation contributions (255,310) (118,128) (146,621)
Interest paid to VF Corporation on Employee
Stock Ownership Plan obligation (4,878,310) (5,344,502) (5,698,769)
Expenses (53,764) 0 0
Net realized and unrealized appreciation
(depreciation) in fair value of investments 20,147,532 2,951,585 (12,026,086)
-------------- -------------- --------------
Net increase 38,872,299 18,943,698 928,474
Net assets available for benefits
at beginning of year 115,614,256 96,670,558 95,742,084
-------------- -------------- --------------
Net assets available for benefits
at end of year $154,486,555 $115,614,256 $ 96,670,558
============== ============== ==============
See notes to financial statements.
11
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
MONEY MARKET FUND
Year Ended December 31
-----------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Income from mutual funds and
bank common trust funds $ 338,605 $ 204,216 $ 185,319
------------- -------------- -------------
338,605 204,216 185,319
------------- -------------- -------------
Contributions
Interest on loan repayments 49,368 34,933 29,013
Participants 1,146,077 1,024,192 965,642
------------- -------------- -------------
1,195,445 1,059,125 994,655
------------- -------------- -------------
Withdrawals (373,362) (434,310) (427,805)
Forfeitures that reduce
VF Corporation contributions (579) (435) (2,177)
Fund transfers, net (396,856) (311,109) (1,106,278)
------------- -------------- -------------
Net increase (decrease) 763,253 517,487 (356,286)
Net assets available for benefits at
beginning of year 6,879,690 6,362,203 6,718,489
------------- -------------- -------------
Net assets available for benefits at
end of year $ 7,642,943 $ 6,879,690 $ 6,362,203
============= ============== =============
See notes to financial statements
12
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
FIXED INCOME FUND
Year Ended December 31
-------------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Interest $ 1,255,562 $ 979,143 $ 1,052,117
Income from mutual funds and
bank common trust funds 41,620 38,440 10,278
-------------- -------------- --------------
1,297,182 1,017,583 1,062,395
-------------- -------------- --------------
Contributions
Interest on loan repayments 96,211 59,901 51,108
Participants 2,700,460 2,598,897 2,339,497
-------------- -------------- --------------
2,796,671 2,658,798 2,390,605
-------------- -------------- --------------
Withdrawals (1,402,288) (1,771,571) (1,157,076)
Forfeitures that reduce
VF Corporation contributions (706) (890) (1,946)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 191,476 (123,376) (25,488)
Fund transfers (net) (571,686) (13,095) (303,898)
-------------- -------------- --------------
Net increase 2,310,649 1,767,449 1,964,592
Net assets available for benefits at
beginning of year 18,127,201 16,359,752 14,395,160
-------------- -------------- --------------
Net assets available for benefits at
end of year $ 20,437,850 $ 18,127,201 $ 16,359,752
============== ============== ==============
See notes to financial statements.
13
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
BALANCED FUND
Year Ended December 31
------------------------
1995
----
Investment income
Income from mutual funds and
bank common trust funds $ 141,331
-------------
141,331
-------------
Contributions
Interest on loan repayments 7,685
Participants 226,246
-------------
233,931
-------------
Withdrawals (40,993)
Net realized and unrealized
appreciation in fair value of investments 90,964
Fund transfers, net 3,560,514
-------------
Net increase 3,985,747
Net assets available for benefits at
beginning of year 0
-------------
Net assets available for benefits at
end of year $ 3,985,747
=============
See notes to financial statements.
14
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH & INCOME FUND
Year Ended December 31
-----------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Income from mutual funds and
bank common trust funds $ 1,688,047 $ 1,833,144 $ 1,197,977
-------------- -------------- --------------
1,688,047 1,833,144 1,197,977
-------------- -------------- --------------
Contributions
Interest on loan repayments 154,780 123,536 84,286
Participants 4,215,860 4,624,489 3,056,697
-------------- -------------- --------------
4,370,640 4,748,025 3,140,983
-------------- -------------- --------------
Withdrawals (1,378,118) (2,031,249) (1,170,331)
Forfeitures that reduce
VF Corporation contributions (1,272) (1,164) (3,966)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 7,296,660 (1,267,002) 2,215,015
Fund transfers, net (1,485,754) (25,479) 628,464
-------------- -------------- --------------
Net increase 10,490,203 3,256,275 6,008,142
Net assets available for benefits at
beginning of year 26,947,556 23,691,281 17,683,139
-------------- -------------- --------------
Net assets available for benefits at
end of year $ 37,437,759 $ 26,947,556 $ 23,691,281
============== ============== ==============
See notes to financial statements.
15
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EQUITY GROWTH FUND
Year Ended December 31
------------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Income from mutual funds and
bank common trust funds $ 1,353,455 $ 515,020 $ 877,085
-------------- -------------- --------------
1,353,455 515,020 877,085
-------------- -------------- --------------
Contributions
Interest on loan repayments 100,380 81,580 35,211
Participants 3,329,947 3,834,443 1,450,084
-------------- -------------- --------------
3,430,327 3,916,023 1,485,295
-------------- -------------- --------------
Withdrawals (1,087,899) (1,129,617) (409,898)
Forfeitures that reduce
VF Corporation contributions (1,444) (118) (1,512)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 4,253,881 (726,720) 657,363
Fund transfers, net 1,794,722 2,439,546 2,471,670
-------------- -------------- --------------
Net increase 9,743,042 5,014,134 5,080,003
Net assets available for benefits at
beginning of year 15,979,494 10,965,360 5,885,357
-------------- -------------- --------------
Net assets available for benefits at
end of year $ 25,722,536 $ 15,979,494 $ 10,965,360
============== ============== ==============
See notes to financial statements.
16
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
FOREIGN FUND
Year Ended December 31
------------------------
1995
----
Investment income
Income from mutual funds and
bank common trust funds $ 98,277
-------------
98,277
-------------
Contributions
Interest on loan repayments 5,537
Participants 165,453
-------------
170,990
-------------
Withdrawals (9,708)
Net realized and unrealized
(depreciation) in fair value
of investments (122,155)
Fund transfers, net 2,198,243
-------------
Net increase 2,335,647
Net assets available for benefits at
beginning of year 0
-------------
Net assets available for benefits at
end of year $ 2,335,647
=============
See notes to financial statements.
17
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
VF CORPORATION COMMON STOCK FUND
Year Ended December 31
------------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Dividends on VF Corporation
Common Stock $ 538,867 $ 497,205 $ 492,821
Income from mutual funds and
bank common trust funds 6,622 4,284 2,559
--------------- --------------- ---------------
545,489 501,489 495,380
--------------- --------------- ---------------
Contributions
Interest on loan repayments 134,551 102,676 89,155
Participants 3,099,173 3,208,954 3,010,469
--------------- --------------- ---------------
3,233,724 3,311,630 3,099,624
--------------- --------------- ---------------
Withdrawals (1,137,459) (1,310,494) (1,023,379)
Forfeitures that reduce
VF Corporation contributions (802) (841) (4,057)
Net realized and unrealized
appreciation (depreciation)
in fair value of investments 1,635,363 985,506 (3,106,592)
Fund transfers, net (5,099,183) (2,089,863) (1,689,958)
--------------- --------------- ---------------
Net (decrease) increase (822,868) 1,397,427 (2,228,982)
Net assets available for benefits at
beginning of year 21,280,901 19,883,474 22,112,456
--------------- --------------- ---------------
Net assets available for benefits at
end of year $ 20,458,033 $ 21,280,901 $ 19,883,474
=============== =============== ===============
See notes to financial statements.
18
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (CONTINUED)
EMPLOYEE STOCK OWNERSHIP PLAN
Year Ended December 31
-------------------------------------------------------------
1995 1994 1993
---- ---- ----
Investment income
Dividends on ESOP Preferred Stock $ 4,131,256 $ 4,228,632 $ 4,290,967
Income from mutual funds and
bank common trust funds 25,268 19,610 12,596
--------------- --------------- --------------
4,156,524 4,248,242 4,303,563
--------------- --------------- --------------
Contributions
VF Corporation 5,762,864 5,570,215 4,542,628
--------------- --------------- --------------
5,762,864 5,570,215 4,542,628
--------------- --------------- --------------
Withdrawals (1,471,524) (1,451,526) (787,070)
Forfeitures that reduce
VF Corporation contributions (250,507) (114,680) (132,963)
Expenses (53,764) 0 0
Interest paid to VF Corporation on Employee Stock
Ownership Plan obligation (4,878,310) (5,344,502) (5,698,769)
Net realized and unrealized appreciation
(depreciation) in fair value of investments 6,801,343 4,083,177 (11,766,384)
--------------- --------------- --------------
Net increase (decrease) 10,066,626 6,990,926 (9,538,995)
Net assets available for benefits at
beginning of year 26,399,414 19,408,488 28,947,483
--------------- --------------- --------------
Net assets available for benefits at
end of year $ 36,466,040 $ 26,399,414 $ 19,408,488
=============== =============== ==============
See notes to financial statements.
19
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS
NOTE A -- DESCRIPTION OF THE PLAN
VF Corporation (the Corporation) sponsors the VF Corporation Tax-Advantaged
Savings Plan for Salaried Employees (the Plan), which is a cash or deferred
plan under Section 401(k) of the Internal Revenue Code. Under the Plan,
certain salaried employees of specified subsidiaries, having at least one year
of credited service, may elect to contribute between 2% and 10% of their
compensation to the Plan. The Corporation matches employee contributions by
50% for up to 6% of compensation contributed by the employee. Employees remain
fully vested in their contributions to the Plan. The Corporation's matching
contributions are vested monthly on a pro rata basis, with full vesting after
five years of service or upon normal or late retirement, disability or death.
The Plan includes an Employee Stock Ownership Plan (ESOP). In 1990, the ESOP
purchased 2,105,263 shares of VF Corporation 6.75% Series B ESOP Convertible
Preferred Stock (ESOP Preferred Stock) for $65.0 million. Each share of ESOP
Preferred Stock, which has a redemption value of $30.88 plus cumulative accrued
dividends, is convertible into eight-tenths share of VF Corporation Common
Stock and is entitled to one vote. The trustee for the ESOP may convert the
ESOP Preferred Stock to Common Stock at any time or may cause the Corporation
to redeem the ESOP Preferred Stock under certain circumstances. The ESOP
Preferred Stock also has preference in liquidation over all other stock issues.
The Corporation's matching contributions, all of which go to the ESOP, are
allocated to employees in shares of ESOP Preferred Stock. Of the shares of
ESOP Preferred Stock owned by the ESOP, 765,568 shares in 1995 and 637,947
shares in 1994 have been allocated to employees.
The ESOP's purchase of the ESOP Preferred Stock was funded by a loan of $65.0
million from the Corporation that bears interest at 9.8%. The loan will be
repaid in increasing installments through 2003 from future minimum Corporation
matching contributions to the ESOP and dividends on the ESOP Preferred Stock.
The Corporation's minimum required matching contributions and dividends are
$8.5 million in 1996 and increases each year to $9.3 million over the following
four years.
Employee contributions are invested at the direction of the employee in one or
more of the funds administered by the Plan's trustee. 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 investment
vehicles that provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investment
vehicles 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 with emphasis on capital appreciation
which are currently paying dividends and/or offer
prospects for growth of capital and future income.
(e) Equity Growth Fund: Monies are primarily invested in
common stock ,securities convertible into common
stock and debt securities in search of long-term
growth opportunities.
(f) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the
United States.
(g) VF Corporation Common Stock Fund: Monies are
invested in Common Stock of the Corporation purchased
on the open market 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.
20
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE A -- DESCRIPTION OF THE PLAN (Continued)
Individual accounts are maintained for each participant; each account includes
the individual's contributions, Corporation matching contributions and
investment funds' earnings. Accounts may 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 in an annuity, or accounts may be rolled over
into another IRS-approved tax deferral vehicle. Forfeitures are used to reduce
VF Corporation's obligation to pay plan expenses.
Participants may borrow from their individual account. They 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 100% of the
Money Market Fund and 75% of remaining funds, not to exceed 50% of the
participant's total vested account balance, but may not borrow from the
Corporation matching portion. Payment in full is required at termination of
employment. There were 2,730 loans outstanding at December 31, 1995.
Although it has no intent to do so, the Corporation may terminate the Plan in
whole or in part at any time. In the event of termination, participants become
fully vested in their accounts.
The number of participants in each fund was as follows:
Year Ended December 31
----------------------
1995 1994 1993
---- ---- ----
Money Market Fund 2,805 2,818 2,549
Fixed Income Fund 4,308 4,382 3,818
Balanced Fund 1,035 0 0
Equity Growth & Income Fund 5,725 5,603 4,665
Equity Growth Fund 4,513 3,999 2,776
Foreign Fund 700 0 0
VF Corporation Common Stock Fund 4,553 4,839 4,327
Employee Stock Ownership Plan 7,461 7,317 6,214
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.
21
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED 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. The ESOP Preferred Stock is stated at fair
value, based on the greater of 80% of the fair value of the Corporation's
common stock or the preferred stock's stated redemption price. For commercial
notes and United States government obligations, the Plan trustee 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.
The plan presents in the statement of changes in net assets the net
appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation or
depreciation on those investments.
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: Effective in 1995, the Plan includes amounts allocated to
withdrawing participants as assets available for plan benefits in accordance
with the AICPA Audit and Accounting Guide, "Audits of Employee Benefit Plans."
Previously, these amounts were reported as a liability in the Statements of Net
Assets Available for Benefits.
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.
NOTE C -- INCOME TAX STATUS
The Internal Revenue Service has issued a Favorable Determination Letter dated
January 16, 1996, 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 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.
22
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS
Net unrealized appreciation (depreciation) in fair value of investments
included in Plan equity includes the following:
Net Unrealized
Appreciation (Depreciation)
in Fair Value for the Year Ended December 31
--------------------------------------------------------------
1995 1994 1993
-------------- -------------- --------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ 52,620 $ 215,007 $ (3,612,779)
ESOP Preferred Stock 6,484,308 3,812,036 (11,944,828)
Mutual funds and
bank common trust funds 11,083,328 (2,153,697) 2,749,507
-------------- -------------- --------------
17,620,256 1,873,346 (12,808,100)
Fair value as determined by
Plan trustee:
United States government
obligations 0 0 0
Commercial notes 191,467 (146,268) (12,832)
Mutual funds and
bank common trust funds 0 0 0
Unallocated insurance
contracts 0 0 0
-------------- -------------- --------------
191,467 (146,268) (12,832)
-------------- -------------- --------------
$17,811,723 $ 1,727,078 $(12,820,932)
============== ============== ==============
Fair Value
at December 31
--------------------------------------------------------------
1995 1994 1993
--------------- --------------- ---------------
Fair value as determined by
quoted market or stated
redemption price:
VF Corporation Common Stock $ 17,961,692 $ 19,295,129 $ 18,219,790
ESOP Preferred Stock 82,920,550 78,361,197 75,663,118
Mutual funds and
bank common trust funds 71,875,357 46,457,343 38,268,505
--------------- --------------- ---------------
172,757,599 144,113,669 132,151,413
Fair value as determined by
Plan trustee:
United States government
obligations 17,329,048 15,767,773 13,673,576
Commercial notes 678,070 249,552 1,041,341
Mutual funds and
bank common trust funds 1,328,036 1,580,383 621,992
Unallocated insurance
contracts 0 0 217,487
--------------- --------------- ---------------
19,335,154 17,597,708 15,554,396
--------------- --------------- ---------------
$192,092,753 $161,711,377 $147,705,809
=============== =============== ===============
Unrealized appreciation in fair value of investments at December 31, 1995, 1994
and 1993 was $39,182,641, $21,770,129 and $20,043,051 respectively.
23
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS (Continued)
Net unrealized appreciation (depreciation) in fair value of investments
includes the following:
Year Ended December 31
1995 1994 1993
--------------- --------------- --------------
Aggregate proceeds $ 57,592,059 $49,419,023 $47,003,365
Aggregate cost 55,256,250 48,194,516 46,208,519
--------------- --------------- --------------
Net realized gain $ 2,335,809 $ 1,224,507 $ 794,846
=============== =============== ==============
Of the net realized gain, $1,690,513, $1,041,640 and $684,631 related to gains
recognized on the sale of VF Common Stock and the redemption of VF Preferred
Stock for the years ended 1995, 1994 and 1993, respectively.
The fair value of individual investments that represent 5% or more of the
Plan's net assets at December 31, 1995 and 1994 are as follows:
1995 1994
---------- -----------
ESOP Preferred Stock $82,920,550 $78,361,197
Fidelity Growth & Income Fund 34,838,023 25,189,257
Fidelity Magellan Fund 24,637,151 15,590,208
VF Corporation Common Stock 17,961,692 19,295,129
24
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS (Continued)
Investment held at December 31, 1995:
NUMBER OF SHARES
NAME OF ISSUER AND TITLE OF ISSUE OR PRINCIPAL AMOUNT FAIR VALUE COST
- --------------------------------- ------------------- ---------- ----
Securities of participating employer:
VF Corporation Common Stock 340,506 $ 17,961,692 $ 12,440,314
VF Corporation 6.75% Series B ESOP
Convertible Preferred Stock 1,964,942 82,920,550 60,667,584
--------------- --------------
100,882,242 73,107,898
--------------- --------------
United States Government Obligations:
Small Business Administration Loans: $ 15,883,599 16,078,387 16,000,534
(Rates of 5.20% to 10.00%,
maturities of 9/15/96 to 8/31/14)
N.O.A.A. loan (Rate of 7.975%, matures 1/2/97) $ 133,000 132,834 132,834
F.M.H.A. loans (Rates of 6.475% to 9.875%,
maturities of 2/01/96 to 11/19/08) $ 1,127,817 1,117,827 1,117,827
--------------- --------------
17,329,048 17,251,195
--------------- --------------
Other Securities:
Mutual funds and bank common trust funds:
Kemper Money Market Fund 6,123,674 6,123,674 6,123,674
Fidelity Puritan Fund 230,260 3,916,714 3,825,966
Fidelity Growth & Income Fund 1,287,912 34,838,023 27,154,156
Fidelity Magellan Fund 286,545 24,637,151 20,979,169
Templeton Foreign Fund 257,058 2,359,795 2,481,137
UMB Bank Funds:
Money Market Account 690,127 690,127 690,127
Scout Prime - I 637,909 637,909 637,909
American Commercial Lines (Due 7/15/01) 250,000 251,893 251,893
International Business Machines (Due 1/12/96) 200,000 199,567 199,038
Private Export Funding Corp. (Due 4/30/04) 212,500 226,610 207,950
--------------- --------------
73,881,463 62,551,019
--------------- --------------
$192,092,753 $152,910,112
=============== ==============
25
VF CORPORATION TAX-ADVANTAGED SAVINGS PLAN FOR SALARIED EMPLOYEES
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE E -- RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
1995
----
Net assets available for benefits per the financial statements $154,486,555
Amounts allocated to withdrawing participants 2,881,962
------------
Net assets available for benefits per Form 5500 $151,604,593
============
The following is a reconciliation of withdrawals paid to participants per the
financial statements to Form 5500:
1995
----
Withdrawals paid to participants and forfeitures per the
financial statements $ 7,156,661
Add amounts allocated to withdrawing participants at
December 31, 1995 2,881,962
------------
Withdrawals paid to participants and forfeitures per Form 5500 $ 10,038,623
============
Amounts allocated to withdrawing participants are recorded on Form 5500 as
withdrawal claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
26