AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1999
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
V.F. CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1180120
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
628 GREEN VALLEY ROAD
GREENSBORO, NORTH CAROLINA 27408
(Address of Registrant's Principal Executive Offices)
1996 STOCK COMPENSATION PLAN
(Full Title of the Plan)
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
V.F. CORPORATION
P.O. BOX 21488
GREENSBORO, NORTH CAROLINA 27420
(Name and address of agent for service)
(336) 547-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE REGISTERED AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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Common Stock 2,900,000 $37.9375 $110,018,750 $30,585.21
(no par value; stated capital
$1.00 per share)
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(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a) interests to
be offered or sold pursuant to the employee benefit plan described herein, and
(b) additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the 1996
Stock Compensation Plan for any future stock split, stock dividend or similar
adjustment of the outstanding Common Stock of the registrant.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee.
Explanatory Note
Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common Stock,
no par value, stated capital $1.00 per share, of V.F. Corporation (the
"Company"), with respect to a currently effective Registration Statement on Form
S-8 of the Company relating to the Company's 1996 Stock Compensation Plan.
The contents of Registration Statement on Form S-8 as filed on August
4, 1997, Registration No. 333-32789, as amended, are incorporated by reference
into this Registration Statement.
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PROSPECTUS
V.F. CORPORATION
628 Green Valley Road, Suite 500
Greensboro, North Carolina 27408
2,900,000 Shares
COMMON STOCK
(Without Par Value - Stated
Capital $1.00 Per Share)
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus is August 1, 1999
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AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities and
Exchange Act of 1934. In accordance with the Exchange Act, we file reports,
proxy statements, and other information with the Securities and Exchange
Commission (the "SEC"). We have also filed with the SEC a registration statement
on Form S-8 under the Securities Act with respect to the Common Stock to which
this Prospectus relates. This Prospectus does not contain all of the information
set forth in the registration statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements contained in
this Prospectus concerning the provisions of any document are not necessarily
complete and, in each instance, reference is hereby made to the copy of the
document filed as an exhibit to the registration statement.
You can inspect and copy the registration statement described above,
its exhibits, and the reports, proxy statements, and other information that we
file with the SEC at the public reference facilities maintained by the SEC at
Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 7 World Trade Center, 13th Floor, New York, New
York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
You can also obtain copies of such material by mail at prescribed rates from the
SEC's Public Reference Section at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may also access such material at the SEC's
home page on the internet at (http://www.sec.gov).
Our Common Stock is listed on the New York Stock Exchange and the
Pacific Stock Exchange. Reports, proxy statements and other information
concerning VF may also be inspected at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005 and The Pacific Stock
Exchange, Inc., 301 Pine Street, San Francisco, California 94104.
In addition, we will provide without charge to each person to whom this
Prospectus is delivered, upon either the written or oral request of such person,
the Annual Report to Shareholders for VF's latest fiscal year and a copy of any
or all of the documents incorporated herein by reference other than exhibits to
such documents. Such requests should be directed to Candace S. Cummings, V.F.
Corporation, P.O. Box 21488, Greensboro, North Carolina 27420, telephone number
(336) 547-6000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be a part of this Prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any
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future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act:
(a) our Annual Report on Form 10-K for the year ended
January 2, 1999;
(b) our Quarterly Report on Form 10-Q for the quarter
ended April 3, 1999; and
(c) the description of the Common Stock, no par value per
share (the "Common Stock"), of VF Corporation
contained in the VF Corporation Registration
Statement on Form 8-A dated April 27, 1965 filed
pursuant to section 12(g) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") and the VF
Corporation Registration Statements on Form 8-A dated
May 8, 1987 and January 23, 1998 filed pursuant to
section 12(b) of the 1934 Act, which contain
descriptions of the Common Stock of VF Corporation
and certain rights relating to the Common Stock, and
any amendment or reports filed for the purpose of
updating such descriptions.
THE COMPANY
We, through our operating subsidiaries, design, manufacture and market
branded jeanswear, workwear, knitwear, intimate apparel, children's playwear,
other apparel and daypacks and backpacks. We were organized in 1899, and we
oversee the operations of our subsidiaries, providing them with financial and
administrative resources. Management of each marketing unit is responsible for
the growth and development of its business, within guidelines established by VF
Corporation management.
We are a Pennsylvania corporation. Our principal executive offices are
located at 628 Green Valley Road, Suite 500, Greensboro, North Carolina 27408,
and our telephone number is (336) 547-6000. Our mailing address is P. O. Box
21488, Greensboro, North Carolina 27420.
SELLING SHAREHOLDERS
The following table sets forth (1) the name of each selling
shareholder, the nature of his/her position, office or other material
relationship to VF Corporation or its subsidiaries, (2) the number of shares of
Common Stock beneficially owned by each selling stockholder as of March 31,
1999, (3) the number of shares of Common Stock that each selling shareholder may
offer for sale from time to time pursuant to this Prospectus, whether or not
such selling shareholder has a present intention to do so and (4) the number of
shares of Common Stock to be beneficially owned by each selling stockholder
following the sale of all shares that may be so offered, assuming no other
change in the beneficial ownership of our Common Stock by such selling
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shareholder after March 31, 1999. Except for M. Rust Sharp and Ursula F.
Fairbairn, each of whom will beneficially own 18.9% of the Common Stock after
the Offering (see note 6 to the table), none of the listed individuals will own
more than one percent or more of the Common Stock after the Offering.
Name and Number of Shares Number of Number of Shares
Principal Position Beneficially Owned Shares Beneficially Owned
With VF Corporation Prior to Offering(1) (2) Offered (3) After Offering (2)
------------------- ------------------------ ----------- ------------------
Mackey J. McDonald, Chairman, 778,111(4) 856,107 82,111
President, CEO & Director
Robert D. Buzzell, Director 15,400 18,600 1,600
Edward E. Crutchfield, Jr., 30,234 9,600 25,434
Director
Ursula F. Fairbairn, Director 22,944,442(5) 22,200 22,927,042
Barbara S. Feigin, Director 31,231(6) 30,000 6,031
Robert J. Hurst, Director 26,767 22,200 9,367
George Fellows, Director 5,800 9,600 1,000
M. Rust Sharp, Director 22,943,604(5) 22,200 22,926,204
L. Dudley Walker, Director 59,800 9,600 55,000
Candace S. Cummings, Vice 64,362 82,265 4,362
President Administration,
General Counsel & Secretary
Timothy A. Lambeth, Vice 194,506 205,323 26,506
President - Global Processes
Terry L. Lay, Vice President & 116,232 143,323 2,232
Chairman - International
Coalition
Daniel G. MacFarlan, Vice 159,604(7) 180,014 27,604
President & Chairman - Knitwear,
Playwear and Intimate Apparel
Coalitions
Frank C. Pickard III, Vice 41,528 58,265 5,528
President - Treasurer
John P. Schamberger, Vice 191,344(7) 212,014 27,344
President & Chairman - Jeanswear
Coalition
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Name and Number of Shares Number of Number of Shares
Principal Position Beneficially Owned Shares Beneficially Owned
With VF Corporation Prior to Offering(1) (2) Offered (3) After Offering (2)
------------------- ------------------------ ----------- ------------------
Robert K. Shearer, Vice 62,135 79,323 12,135
President - Finance and CFO
Peter E. Keene, Vice President - 40,458 48,200 458
Controller
(1) Includes shares purchasable upon the exercise of options held by the
listed selling shareholder which have vested as of May 30, 1999.
(2) 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 dispositive power: Mr. McDonald - 21,965
shares; Ms. Cummings - 3,762 shares; Mr. Lay - 1,208 shares; Mr.
MacFarlan - 9,121 shares; and Mr. Pickard - 4,435 shares. Does not
include 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 dispositive power (and no power to direct conversion into
Common Stock), as follows: Mr. McDonald - 213 shares; Mr. Keene - 264
shares; Mr. Lay - 303 shares; Mr. Lambeth - 312 shares; Mr. MacFarlan -
283 shares; Mr. Pickard - 248 shares; Mr. Schamberger - 326 shares; and
Mr. Shearer - 361 shares. Shares owned also include shares held in a
trust in connection with an employee benefit plan, as to which the
following participants have dispositive power and shared voting power:
Mr. McDonald - 1,060 shares; Mr. Keene - 458 shares; Mr. Lay - 1,024
shares; Mr. Pickard - 1,093 shares; and Mr. Shearer - 335 shares.
Shares owned also include shares held in a trust in connection with an
employee benefit plan, as to which the following participants have
dispositive power but no voting power: Mr. McDonald - 55 shares; and
Mr. MacFarlan - 6,225 shares. Shares owned also include shares held in
a trust in connection with the VF Deferred Savings Plan for
Non-Employee Directors as to which the following directors have shared
voting power but do not have dispositive power: Ms. Fairbairn - 2,015
shares; Ms. Feigin - 1,831 shares; Mr. Hurst - 4,567 shares; and Mr.
Sharp - 916 shares.
(3) Includes shares not yet beneficially owned within the meaning of Rule
13d-3 under the Exchange Act which are purchasable upon the exercise of
options held by the listed selling shareholder which have not yet
vested by May 30, 1999; also includes performance based restricted
stock units not yet beneficially owned within the meaning of Rule 13d-3
under the Exchange Act that participants may earn, but that were not
earned by May 30, 1999.
(4) Includes 41,595 shares of restricted stock over which the listed
selling shareholder holds voting power but not dispositive power.
(5) Includes 22,923,288 shares of Common Stock held by the listed selling
shareholder as a co-trustee under certain Deeds of Trust dated August
21, 1951 and under the Will of John E. Barbey, deceased, with respect
to which the listed shareholder has no pecuniary interest.
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(6) Includes 400 shares as to which the listed selling shareholder shares
voting and dispositive power.
(7) Includes 12,258 shares of restricted stock over which the listed
selling shareholder holds voting power but not dispositive power.
PLAN OF DISTRIBUTION
The shares of Common Stock may be sold from time to time to purchasers
directly by any of the selling shareholders. Alternatively, the selling
shareholders may sell the shares of Common Stock in one or more transactions
(including block transactions) on the New York Stock Exchange or the Pacific
Stock Exchange, in sales occurring in the public market off the New York Stock
Exchange or Pacific Stock Exchange, in separately negotiated transactions or in
a combination of such transactions. Each sale may be made either at market
prices prevailing at the time of such sale or at negotiated prices. Shares may
be sold by selling shareholders through brokers acting on behalf of such selling
shareholders or to dealers for resale by such dealers; and in connection with
such sales, such brokers or dealers may receive compensation in the form of
discounts or commissions from such selling shareholders and/or the purchasers of
such shares for whom they may act as broker or agent (which discounts or
commissions are not anticipated to exceed those customary in the types of
transactions involved). In addition, any shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be
sold under Rule 144 rather than pursuant to this Prospectus.
The selling shareholders and any dealer participating in the
distribution of any shares of Common Stock or any broker executing selling
orders on behalf of the selling shareholders may be deemed to be "underwriters"
within the meaning of the Securities Act, in which event any profit on the sale
of any or all of the shares of Common Stock by them and any discounts or
commissions received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
All expenses incurred in connection with the registration of the shares
under the Securities Act are being borne by VF Corporation, but all brokerage
commissions and other selling expenses incurred by a selling shareholder will be
borne by such selling shareholder. We will not receive any proceeds from any
sales of Common Stock offered by selling shareholders pursuant to this
Prospectus, although we will receive payment upon the exercise of any options
under which shares of Common Stock are acquired by the selling shareholders for
cash.
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LEGAL MATTERS
Legal matters with respect to the Common Stock being offered hereby
have been passed upon for the Company by Pepper Hamilton LLP, Philadelphia,
Pennsylvania.
EXPERTS
The financial statements and financial statement schedule incorporated
in this Prospectus by reference to the Annual Report on Form 10-K of VF
Corporation for the year ended January 2, 1999 have been so incorporated in
reliance on the reports of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in accounting and auditing.
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You should rely only on the information incorporated by reference or provided in
this Prospectus. VF Corporation has not authorized anyone else to provide you
with different information. We are not making an offer of these securities in
any state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front cover of this Prospectus.
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Prospectus
VF CORPORATION
2,900,000 shares
COMMON STOCK
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August 1, 1999
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 1996 Stock Compensation Plan, as amended to date.
*4.2 Mid-Term Plan, a subplan under the 1996 Stock
Compensation Plan (Exhibit 10(X) to the Company's
Annual Report on Form 10-K for the year ended January
2, 1999).
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5 Opinion of Pepper Hamilton LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney.
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* Incorporated by reference.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Greensboro, North Carolina on the 30th day of July, 1999.
V.F. CORPORATION
By: /s/ Mackey J. McDonald
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Mackey J. McDonald
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Mackey J. McDonald Chairman of the Board, July 30, 1999
- --------------------------- President and
Mackey J. McDonald Chief Executive Officer
/s/ Robert K. Shearer Vice President - Finance July 30, 1999
- --------------------------- and Chief Financial Officer
Robert K. Shearer
/s/ Timothy R. Wheeler Controller July 30, 1999
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Timothy R. Wheeler
DIRECTORS
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Robert D. Buzzell* George Fellows* M. Rust Sharp*
Edward E. Crutchfield* Robert J. Hurst* L. Dudley Walker*
Ursula F. Fairbairn* Mackey J. McDonald*
Barbara S. Feigin*
Date: July 30, 1999 * By: /s/ Mackey J. McDonald
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Mackey J. McDonald,
Attorney-In-Fact
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EXHIBIT INDEX
4.1 1996 Stock Compensation Plan, as amended to date.
5 Opinion of Pepper Hamilton LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit 5).
24 Power of Attorney.
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