<PAGE> 1
Pursuant to Rule 424(b)(2)
Registration No. 33-47329
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 30, 1992
$100,000,000
[LOGO]
V.F. CORPORATION
7.60% NOTES DUE APRIL 1, 2004
------------------------
Interest on the Notes is payable semiannually on April 1 and October 1 of
each year, commencing October 1, 1994. The Notes may not be redeemed prior to
April 1, 2001. On or after such date, the Notes may be redeemed at the option of
the Company, in whole or in part, as set forth herein. The Notes do not provide
for any sinking fund. The Notes will be represented by one or more global Notes
registered in the name of the nominee of The Depository Trust Company.
Beneficial interests in the global Notes will be shown on, and transfers thereof
will be effected only through, records maintained by DTC and its participants.
Except as described herein, Notes in definitive form will not be issued. The
Notes will be issued only in denominations of $1,000 and integral multiples
thereof. The Notes will trade in DTC's Same-Day Funds Settlement System until
maturity, and secondary market trading activity for the Notes will therefore
settle in immediately available funds. All payments of principal and interest
will be made by the Company in immediately available funds. See "Description of
Notes -- Same-Day Settlement and Payment".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE (1) DISCOUNT (2) COMPANY (1)(3)
------------------ ------------ --------------
<S> <C> <C> <C>
Per Note.................................. 99.857% .650% 99.207%
Total..................................... $99,857,000 $650,000 $99,207,000
</TABLE>
- ---------------
(1) Plus accrued interest from April 1, 1994.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by the Company, estimated to be $150,000.
------------------------
The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery in book-entry form only through the facilities of DTC in New York, New
York, on or about April 13, 1994, against payment therefor in immediately
available funds.
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
------------------------
The date of this Prospectus Supplement is April 6, 1994.
<PAGE> 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
------------------------
RECENT DEVELOPMENTS
On January 28, 1994, the Company, through its wholly owned subsidiary Spice
Acquisition Co., acquired Nutmeg Industries, Inc. ("Nutmeg"). The total amount
of funds required to purchase Nutmeg's shares, to retire the outstanding debt of
Nutmeg and to pay related fees and expenses was $352.2 million.
Nutmeg's assets are utilized in the design and production of high quality
licensed adult sports apparel under licenses granted by the four major American
professional sports leagues (Major League Baseball, the National Basketball
Association, the National Football League and the National Hockey League) and
most major American colleges and universities. The Company intends to continue
the business previously operated by Nutmeg.
The acquisition of Nutmeg was preceded by the acquisition on January 4,
1994 of H. H. Cutler Company ("Cutler"). The total amount of funds required to
purchase Cutler's shares, to retire outstanding debt and to pay related fees and
expenses was $154.7 million.
Cutler's assets are utilized in the manufacturing and marketing of licensed
brand name youthwear. Cutler is one of the largest youthwear apparel licensees
of Walt Disney products and the exclusive licensee of Fisher-Price kidswear in
the United States. Cutler has also obtained licenses from the National Football
League, Major League Baseball, the National Basketball Association, the National
Hockey League, the World Cup and most major American colleges and universities.
The Company intends to continue the business previously operated by Cutler.
The funds required to finance the acquisitions of Nutmeg and Cutler were
provided by the Company's revolving credit facility, proceeds of short-term
notes, borrowings from a commercial bank and cash on hand.
For additional information, see "Pro Forma Financial Information" and the
audited and unaudited financial statements and related notes of Nutmeg set forth
in the Company's Report on Form 8-K/A, dated January 19, 1994, which Report is
incorporated herein by reference.
USE OF PROCEEDS
The net proceeds from the sale of the 7.60% Notes due April 1, 2004 (the
"Notes") are expected to be used for general corporate purposes, including the
retirement of commercial paper, (carrying interest rates of 3.32% and 3.88% and
maturities of up to 15 days) incurred as interim financing for the acquisitions
of Nutmeg and Cutler. See "Recent Developments".
S-2
<PAGE> 3
CAPITALIZATION OF THE COMPANY
The following table shows the consolidated capitalization of the Company as
of January 1, 1994, the pro forma capitalization of the Company as if the
Company's recent acquisitions of Cutler and Nutmeg on January 4, 1994 and
January 28, 1994, respectively, had occurred as of January 1, 1994, and the pro
forma capitalization of the Company as adjusted to give effect to the sale of
the Notes offered hereby and the anticipated use of proceeds to repay commercial
paper.
<TABLE>
<CAPTION>
JANUARY 1, 1994
------------------------- PRO FORMA
HISTORICAL PRO FORMA AS ADJUSTED
---------- ---------- ------------
<S> <C> <C> <C>
(IN THOUSANDS)
Short-term borrowings............................ $ 35,648 $ 405,523 $306,316
Current portion of long-term debt................ 110,119 110,119 110,119
Long-term debt................................... 527,573 531,218 631,218
Redeemable preferred stock, net.................. 15,549 15,549 15,549
Common shareholders' equity...................... 1,547,400 1,547,400 1,547,400
---------- ---------- ------------
Total capitalization............................. $2,236,289 $2,609,809 $2,610,602
---------- ---------- ------------
---------- ---------- ------------
</TABLE>
S-3
<PAGE> 4
PRO FORMA FINANCIAL INFORMATION
In January 1994, the Company acquired Cutler for a total consideration of
$154.7 million. Also in January 1994, the Company acquired Nutmeg for a total
consideration of $352.2 million. The acquisitions of Cutler and Nutmeg (the
"Acquired Companies") have been accounted for under the purchase method of
accounting. The following pro forma combined balance sheet data of the Company
and the Acquired Companies assumes that the acquisitions had occurred on January
1, 1994. The following pro forma combined income statement and cash flow data of
the Company and the Acquired Companies for the fiscal year ended January 1, 1994
assumes that the acquisitions had occurred on January 2, 1993.
Such unaudited pro forma information should be read in conjunction with the
audited and unaudited financial statements and related notes set forth or
incorporated herein by reference and the Company's Current Report on Form 8-K,
dated January 19, 1994, as amended by the Company's Current Report on Form
8-K/A, dated January 19, 1994, which Report (as amended) is incorporated herein
by reference. Such information does not purport to be indicative of the results
which would actually have been obtained had such transactions been completed as
of the dates indicated or which may be obtained in the future.
<TABLE>
<CAPTION>
COMBINED
VF ACQUIRED PRO FORMA PRO FORMA
CORPORATION COMPANIES ADJUSTMENTS(A) COMBINED
----------- --------- -------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA (AT END OF PERIOD):
Assets
Cash and equivalents.............................. $ 151,564 $ 5,260 $ (130,000)(1) $ 26,824
Other current assets.............................. 1,348,616 145,075 4,800 (2) 1,498,491
----------- -------- ----------
Total current assets....................... 1,500,180 150,335 1,525,315
Property, plant and equipment, net................ 712,759 51,473 5,200 (3) 769,432
Intangible assets, net............................ 575,359 1,563 344,500 (4) 921,422
Other assets...................................... 89,050 1,605 90,655
----------- -------- ---------- ----------
Total assets............................... $ 2,877,348 $204,976 $ 224,500 $3,306,824
----------- -------- ---------- ----------
----------- -------- ---------- ----------
Liabilities and Shareholders' Equity
Short-term borrowings, including current portion
of long-term debt............................... $ 145,767 $ 39,270 $ 330,605 (5) $ 515,642
Other current liabilities......................... 514,081 52,097 7,700 (6) 573,878
----------- -------- ----------
Total current liabilities.................. 659,848 91,367 1,089,520
Long-term debt, excluding current portion......... 527,573 14,945 (11,300)(7) 531,218
Other long-term liabilities....................... 126,978 (4,741) 900 (8) 123,137
Redeemable preferred stock, net................... 15,549 15,549
Common shareholders' equity....................... 1,547,400 103,405 (103,405)(9) 1,547,400
----------- -------- ---------- ----------
Total liabilities and shareholders'
equity................................... $ 2,877,348 $204,976 $ 224,500 $3,306,824
----------- -------- ---------- ----------
----------- -------- ---------- ----------
INCOME STATEMENT DATA:
Net sales......................................... $ 4,320,404 $390,153 $4,710,557
Costs and operating expenses...................... 3,888,595 353,599 $ 800 (10) 4,242,994
----------- -------- ----------
Operating income.................................. 431,809 36,554 467,563
Interest expense, net............................. (37,387) (2,888) (34,500)(11) (74,775)
Other income, net................................. 5,565 (31,745) 29,200 (12) (9,980)
(13,000)(13)
----------- -------- ----------
Income before income taxes........................ 399,987 1,921 382,808
Income taxes...................................... 153,572 1,202 (4,000)(14) 150,774
----------- -------- ---------- ----------
Net income........................................ $ 246,415 $ 719 $ (15,100) $ 232,034
----------- -------- ---------- ----------
----------- -------- ---------- ----------
Ratio of earnings to fixed charges................ 5.4 4.4
CASH FLOW DATA:
Depreciation...................................... $ 106,678 $ 8,546 $ 800 $ 116,024
Amortization of intangibles and goodwill.......... 19,087 42 13,000 32,129
</TABLE>
- ---------------
(A) The pro forma adjustments consist of the following:
(1) Payment of the Company funds to purchase the Acquired Companies.
(2) Write-up of Acquired Companies' inventories to fair value.
S-4
<PAGE> 5
(3) Write-up of Acquired Companies' property, plant and equipment to fair
value.
(4) Intangible assets representing the excess of the purchase price over
the fair values assigned to net tangible assets of the Acquired
Companies.
(5) Short-term borrowings incurred by the Company to purchase the Acquired
Companies, net of Acquired Companies' short-term debt repaid.
(6) Accrual of plant closing costs of Acquired Companies.
(7) Repayment of long-term debt of Acquired Companies.
(8) Deferred income tax effect at the statutory federal and state tax rate
of the pro forma balance sheet adjustments.
(9) Elimination of Acquired Companies' historical equity.
(10) Increased depreciation expense resulting from the write-up of
property, plant and equipment to fair value.
(11) Interest expense relating to purchase of the Acquired Companies at the
Company's assumed long-term borrowing rate.
(12) Elimination of nonrecurring charges included in Acquired Companies'
operating results that directly result from their sale to the Company,
primarily payments for the value of stock options and the accrual of
management incentives and contracts.
(13) Amortization of intangible assets of Acquired Companies on a
straight-line basis.
(14) Income tax effect at the statutory federal and state tax rate for the
pro forma income statement adjustments, excluding amortization of
nondeductible intangible assets.
S-5
<PAGE> 6
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered
hereby (referred to in the Prospectus as "Offered Debt Securities") supplements,
and to the extent inconsistent therewith replaces, the description of the
general terms and provisions of Debt Securities set forth in the Prospectus, to
which description reference is hereby made. Capitalized terms not otherwise
defined herein shall have the meanings given to them in the Prospectus.
GENERAL
The Notes are to be issued under an Indenture dated as of January 1, 1987,
as supplemented by a First Supplemental Indenture dated September 1, 1989,
between the Company, Morgan Guaranty Trust Company of New York, as retiring
Trustee, and United States Trust Company of New York, as successor Trustee (the
"Trustee") and by the Second Supplemental Indenture, dated as of April 1, 1994,
between the Company and the Trustee.
The Notes will be limited to $100,000,000 aggregate principal amount and
will mature on April 1, 2004. The Notes will bear interest at the rate per annum
shown on the cover of this Prospectus Supplement from April 1, 1994, or from the
most recent Interest Payment Date to which interest has been paid or provided
for, payable semi-annually on April 1 and October 1 of each year, commencing
October 1, 1994, to the person in whose name a Note (or any predecessor Note) is
registered at the close of business on March 15 and September 15, as the case
may be, next preceding such Interest Payment Date. (Sections 301 and 307)
The Notes may be redeemed at the option of the Company, at any time as a
whole, or from time to time in part, at 100% of the principal amount thereof, in
each case plus accrued and unpaid interest (if any) to the date of redemption,
on or after April 1, 2001. The Notes do not provide for any sinking fund.
The covenants contained in the Indenture and the Notes may not necessarily
afford holders of the Notes protection in the event of a highly leveraged or
other transaction involving the Company that may adversely affect holders of the
Company's debt securities. The Company has issued and may in the future issue
from time to time unsecured debt securities containing covenants similar to
those contained in the Indenture and the Notes and which also contain other
additional covenants that are intended to provide the holders of such debt
securities protection in the event of a highly leveraged or other transaction
involving the Company.
The defeasance and covenant defeasance provisions of the Indenture
described under "Description of Debt Securities -- Defeasance and Covenant
Defeasance" in the Prospectus will apply to the Notes.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered global
notes (collectively, the "Global Notes"), which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Notes may be transferred, in whole and not in part, only to
the Depositary or another nominee of the Depositary.
The Depositary has advised the Company and the Underwriters as follows: The
Depositary is a limited-purpose trust company organized under the laws of the
State of New York, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depositary was created to hold securities
of institutions that have accounts with the Depositary or its nominee
("participants") and to facilitate the clearance and settlement of securities
transactions among its participants in such securities through
S-6
<PAGE> 7
electronic book-entry changes in accounts of the participants, thereby
eliminating the need for physical movement of securities certificates. The
Depositary's participants include securities brokers and dealers (including the
Underwriters), banks, trust companies, clearing corporations and certain other
organizations, some of whom (and/or their representatives) own the Depositary.
Access to the Depositary's book-entry system is also available to others such as
banks, brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly. The
Depositary agrees with and represents to its participants that it will
administer its book-entry system in accordance with its rules and bylaws and
requirements of law.
Upon the issuance of the Global Notes, the Depositary will credit, on its
book-entry registration and transfer system, the respective principal amounts of
the Notes represented by such Global Notes to the accounts of participants. The
accounts to be credited shall be designated by the Underwriters. Ownership of
beneficial interests in the Global Notes will be limited to participants or
persons that may hold interests through participants. Ownership of interests in
the Global Notes will be shown on, and the transfer of those ownership interests
will be effected only through, records maintained by the Depositary (with
respect to participants' interests) and such participants (with respect to the
owners of beneficial interests in the Global Notes through such participants).
The laws of some jurisdictions may require that certain purchasers of securities
take physical delivery of such securities in definitive form. Such limits and
laws may impair the ability to transfer beneficial interests in the Global
Notes.
So long as the Depositary, or its nominee, is the registered holder and
owner of the Global Notes, the Depositary or such nominee, as the case may be,
will be considered the sole owner and holder of the related Notes for all
purposes of such Notes and for all purposes under the Indenture. Except as set
forth below, owners of beneficial interests in the Global Notes will not be
entitled to have the Notes represented by such Global Notes registered in their
names, will not receive or be entitled to receive physical delivery of
certificated Notes in definitive form and will not be considered to be the
owners or holders of any Notes under the Indenture or the Global Notes.
Accordingly, each person owning a beneficial interest in the Global Notes must
rely on the procedures of the Depositary and, if such person is not a
participant, on the procedures of the participant through which such person owns
its interest, to exercise any rights of a holder of Notes under the Indenture or
the Global Notes. The Company understands that under existing industry practice,
in the event the Company requests any action of holders of Notes or an owner of
a beneficial interest in the Global Notes desires to take any action that the
Depositary, as the holder of the Global Notes, is entitled to take, the
Depositary would authorize the participants to take such action, and that the
participants would authorize beneficial owners owning through such participants
to take such action or would otherwise act upon the instructions of beneficial
owners owning through them.
Payment of principal of (and premium, if any) and interest on Notes
represented by the Global Notes registered in the name of or held by the
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner and holder of the Global Notes.
The Company expects that the Depositary, upon receipt of any payment of
principal or interest in respect of the Global Notes, will credit immediately
participants' accounts with payment in amounts proportionate in their respective
beneficial interests in the principal amount of the Global Notes as shown on the
records of the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in the Global Notes held through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in "street name", and will be the responsibility of
such participants. None of the Company, the Trustee or any agent of the Company
or the Trustee will have any responsibility or liability for any aspect of the
records relating to, or payments made on account of, beneficial ownership
interests in the Global Notes for any Notes or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests
S-7
<PAGE> 8
or for any other aspect of the relationship between the Depositary and its
participants or the relationship between such participants and the owners of
beneficial interests in the Global Notes owning through such participants.
Unless and until they are exchanged in whole or in part for certificated
Notes in definitive form, the Global Notes may not be transferred except as a
whole by the Depositary to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary.
The Notes represented by the Global Notes are exchangeable for certificated
Notes in definitive registered form of like tenor as such Notes in denominations
of $1,000 and in any greater amount that is an integral multiple thereof if (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as Depositary for the Global Notes or if at any time the Depositary ceases to be
a clearing agency registered under the Securities Exchange Act of 1934, as
amended, (ii) the Company in its discretion at any time determines not to have
all of the Notes represented by the Global Notes and notifies the Trustee
thereof or (iii) an Event of Default with respect to the Notes represented by
such Global Notes has occurred and is continuing. Any Notes that are
exchangeable pursuant to the preceding sentence are exchangeable for
certificated Notes issuable in authorized denominations and registered in such
names as the Depositary shall direct. Subject to the foregoing, the Global Notes
are not exchangeable, except for a Global Note or Global Notes of the same
aggregate denominations to be registered in the name of the Depositary or its
nominee.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement by the purchasers of the Notes will be made in immediately
available funds. All payments by the Company to the Depositary of principal and
interest will be made in immediately available funds.
The Notes will trade in the Depositary's Same-Day Funds Settlement System
until maturity, and therefore the Depositary will require secondary trading
activity in the Notes to be settled in immediately available funds. Secondary
trading in long-term notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. No assurance can be given as to the
effect, if any, of settlement in immediately available funds on trading activity
in the Notes.
S-8
<PAGE> 9
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below, and each of the Underwriters has severally agreed to purchase, the
principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
- -------------------------------------------------------------------------- ----------------
<S> <C>
Goldman, Sachs & Co....................................................... $ 50,000,000
J.P. Morgan Securities Inc................................................ 50,000,000
----------------
Total........................................................... $ 100,000,000
----------------
----------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all the Notes, if any are taken.
The Underwriters propose to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of .400% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
.250% of the principal amount of the Notes to certain brokers and dealers. After
the Notes are released for sale to the public, the offering price and other
selling terms may from time to time be varied by the Underwriters.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but are under no obligation to do so and such market making
may be terminated at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Notes.
Settlement for the Notes will be made in immediately available funds and
all secondary trading in the Notes will settle in immediately available funds.
See "Description of Notes -- Same-Day Settlement and Payment".
In the ordinary course of their respective businesses, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. and their affiliates have provided, and may in
the future provide, investment banking and/or commercial banking services for
the Company. Morgan Guaranty Trust Company of New York, a wholly-owned
subsidiary of J.P. Morgan & Co. Incorporated and an affiliate of J.P. Morgan
Securities Inc., is the agent bank for the Company's bank credit agreement
pursuant to which the Company does not currently have any borrowings outstanding
with Morgan Guaranty Trust Company of New York.
S-9
<PAGE> 10
(LOGO)
V.F. CORPORATION
DEBT SECURITIES
------------------------
The Company may offer from time to time Debt Securities, consisting of
debentures, notes and/or other unsecured evidences of indebtedness, in one or
more series, at an aggregate initial offering price not to exceed $300,000,000.
The Debt Securities may be offered as separate series in amounts, at prices and
on terms to be determined at the time of sale. The accompanying Prospectus
Supplement sets forth with regard to the Debt Securities in respect of which
this Prospectus is being delivered the title, aggregate principal amount,
denominations (which may be in United States dollars, in any other currency or
in composite currencies), maturity, rate, if any (which may be fixed or
variable), and time of payment of any interest, any terms for redemption at the
option of the Company or the holder, any terms for sinking fund payments, any
listing on a securities exchange and the initial public offering price and any
other terms in connection with the offering and sale of such Debt Securities.
The Company may sell Debt Securities to or through underwriters, and also
may sell Debt Securities directly to other purchasers or through agents. See
"Plan of Distribution". Such underwriters may include Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. or may be a group of underwriters represented by
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. Goldman, Sachs & Co. and
J.P. Morgan Securities Inc. may also act as agents. The accompanying Prospectus
Supplement sets forth the names of any underwriters or agents involved in the
sale of the Debt Securities in respect of which this Prospectus is being
delivered, the principal amounts, if any, to be purchased by underwriters and
the compensation, if any, of such underwriters or agents.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------
GOLDMAN, SACHS & CO. J.P. MORGAN SECURITIES INC.
------------------------
The date of this Prospectus is April 30, 1992.
<PAGE> 11
AVAILABLE INFORMATION
V.F. Corporation (the "Company") is subject to the information requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 14th Floor, 75 Park Place, New York, New York 10007, and at Northwest Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained upon written request addressed to the Commission,
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Company's Common Stock, to which this Prospectus does not
relate, is listed on the New York Stock Exchange and The Pacific Stock Exchange,
and reports, proxy statements and other information filed by the Company may be
inspected and copied at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005 or The Pacific Stock Exchange, Inc., 115
Sansone Street, 8th Floor, San Francisco, California 94104.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended. 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 Commission. For further information, reference is hereby made
to the Registration Statement.
------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission (File No.
1-5256) pursuant to Section 13 of the Exchange Act are incorporated herein by
reference:
1. Annual Report on Form 10-K for the fiscal year ended January 4,
1992 (the "Form 10-K"); and
2. Quarterly Report on Form 10-Q for the quarter ended April 4, 1992.
All other documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference in this Prospectus.
Any statement contained herein or in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any document subsequently filed with the Commission which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will furnish without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, on the written
or oral request of such person, a copy of any or all of the documents described
above and incorporated herein by reference (not including exhibits thereto
unless such exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates). Written or telephone
requests should be directed to Secretary, V.F. Corporation, P.O. Box 1022,
Reading, Pennsylvania 19603 (tel. 215-378-1151) or to the Company, c/o
Registration Department, Goldman, Sachs & Co., 85 Broad Street, New York, New
York 10004, Attention: Donald T. Hansen (tel. 212-902-1000) or c/o J.P. Morgan
Securities Inc., 60 Wall Street, 5th Floor, New York, New York 10260, Attention:
Prospectus Department (tel. 212-648-9922).
2
<PAGE> 12
THE COMPANY
The Company, organized in 1899, through its operating subsidiaries and
divisions, designs, manufactures and markets apparel in five product groups:
jeanswear, activewear, intimate apparel, international and other apparel.
JEANSWEAR
The jeanswear product group, which consists of the Lee, Wrangler and
Girbaud divisions, designs, manufactures and markets jeanswear and other casual
apparel for men, women and children sold throughout the United States. The
principal brand names of the jeanswear product group are Lee(R), Wrangler(R),
Rustler(R) and Marithe & Francois Girbaud(R).
ACTIVEWEAR
Bassett-Walker, Jantzen and JanSport, the activewear product group, design,
manufacture and market an extensive line of casualwear, swimwear, sportswear,
and specialty-wear under several brand names including Lee(R), Jantzen(R) and
JanSport(R).
INTIMATE APPAREL
Vanity Fair designs, manufactures and markets body fashions, daywear,
sleepwear and loungewear under the Vanity Fair(R) and Vassarette(R) brand names.
In addition, Vanity Fair has developed private label lingerie and sportswear
programs with major retailers throughout the United States. In July 1991, the
Company acquired the Barbizon(R) brand of intimate apparel.
INTERNATIONAL
Lee(R) and Wrangler(R) jeanswear and other casual apparel products are also
manufactured and marketed primarily in Europe through wholly-owned subsidiaries.
In January 1992, the Company acquired Valero, S.A., a French company, which
designs, manufactures and markets various intimate apparel products for women
primarily in France under the Variance, Siltex, Bolero and Silhouette brand
names.
OTHER APPAREL
This product group consists primarily of the Red Kap and Health-tex
divisions. Red Kap is a leading manufacturer and supplier of occupational and
career apparel sold principally under its Red Kap(R) and Big Ben(R) brand names.
In November 1991, the Company acquired the WorkWear(TM) brand name and certain
operating assets. To gain entry into the childrenswear market, the Company in
March 1991 acquired the Health-tex(R) brand name and related operating assets.
Health-tex(R) is a leading brand name in children's apparel.
The Company's executive offices are located at 1047 North Park Road,
Wyomissing, Pennsylvania 19610. The Company's telephone number is (215)
378-1151.
USE OF PROCEEDS
Except as otherwise may be disclosed in the Prospectus Supplement, the net
proceeds from the sale of Debt Securities offered hereby will be used for
general corporate purposes, including reduction of outstanding indebtedness and
to finance possible acquisitions. As of April 4, 1992, the Company had
outstanding indebtedness under bank and commercial paper facilities of $100.3
million.
3
<PAGE> 13
SUMMARY FINANCIAL INFORMATION OF THE COMPANY
The following annual data (except for the ratio of earnings to fixed
charges) has been derived from financial statements audited by Ernst & Young,
independent auditors. Consolidated balance sheets at January 4, 1992 and
December 29, 1990 and the related consolidated statements of income, cash flows
and common shareholders' equity for each of the three fiscal years ended January
4, 1992, and the related financial review, appear in the Company's 1991 Annual
Report to Shareholders, portions of which are incorporated by reference in the
1991 Form 10-K. Interim data presented are unaudited, but management believes
that all adjustments necessary for a fair presentation have been made. The
information set forth below should be read in conjunction with the financial
statements and discussion included in the Form 10-K and in the Form 10-Q for the
quarter ended April 4, 1992 incorporated by reference in this Prospectus.
<TABLE>
<CAPTION>
(UNAUDITED)
THREE MONTHS
ENDED FISCAL YEARS ENDED
------------------- ----------------------------------------------------------------
APRIL 4, MARCH 30, JANUARY 4, DECEMBER 29, DECEMBER 30, DECEMBER 31, JANUARY 2,
1992 1991 1992 1990 1989 1988 1988
-------- --------- ---------- ------------ ------------ ------------ ----------
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales................. $ 818 $ 613 $2,952 $2,612 $2,532 $2,516 $2,574
Operating income.......... 86 57 304 207 313 305 359
Interest expense.......... 17 16 69 76 46 47 61
Other income, net......... 3 6 28 12 17 17 16
Income before income
taxes................... 72 47 263 143 284 275 314
Income taxes.............. 28 18 102 62 108 101 134
Net income................ 44 29 161 81 176 174 180
Ratio of earnings to fixed
charges (1)............. 4.8x 3.6x 4.4x 2.7x 6.4x 6.2x 5.7x
BALANCE SHEET DATA
(AT END OF PERIOD):
Working capital........... 536 499 560 473 548 555 448
Intangible assets......... 472 430 422 427 432 450 469
Total assets.............. 2,259 1,873 2,127 1,853 1,890 1,760 1,926
Short-term debt........... 26 7 6 33 85 4 110
Long-term debt............ 665 669 686 637 650 321 435
Redeemable preferred
stock................... 64 65 65 65 -- -- --
Deferred contribution to
employee stock ownership
plan.................... (56) (61) (57) (61) -- -- --
Common shareholders'
equity.................. 981 823 938 823 820 1,095 981
CASH FLOW DATA:
Depreciation.............. 23 19 76 81 73 70 71
Amortization of intangible
assets.................. 4 3 15 17 18 19 19
</TABLE>
- ---------------
(1) For the purposes of this ratio, earnings consist of earnings before income
taxes plus fixed charges. Fixed charges consist of interest expense and
one-third of rental expense, which approximates the interest factor of such
rental expense.
4
<PAGE> 14
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement and
the extent, if any, to which such general provisions may apply to the Debt
Securities so offered will be described in the Prospectus Supplement relating to
such Debt Securities.
Offered Debt Securities (as defined below) are to be issued under an
Indenture (the "Indenture"), dated as of January 1, 1987, as supplemented by a
First Supplemental Indenture dated September 1, 1989, between the Company,
Morgan Guaranty Trust Company of New York, as retiring Trustee, and United
States Trust Company of New York, as successor Trustee (the "Trustee"). The
statements under this caption relating to the Debt Securities and the Indenture
are summaries and do not purport to be complete. Such summaries make use of
terms defined in the Indenture and are qualified in their entirety by express
reference to the Indenture and the cited provisions thereof, the form of which
is filed as an exhibit to the Registration Statement.
GENERAL
The Debt Securities will be unsecured obligations of the Company. The
Indenture does not limit the aggregate principal amount of Debt Securities which
may be issued thereunder and provides that Debt Securities may be issued
thereunder from time to time in one or more series.
Reference is made to the Prospectus Supplement relating to the particular
Debt Securities offered thereby (the "Offered Debt Securities") for the
following terms of the Offered Debt Securities: (1) the title of the Offered
Debt Securities; (2) any limit on the aggregate principal amount of the Offered
Debt Securities; (3) the date or dates on which the Offered Debt Securities will
mature; (4) the rate or rates (which may be fixed or variable) per annum at
which the Offered Debt Securities will bear interest, if any, and the date or
dates from which such interest will accrue; (5) the dates on which such
interest, if any, will be payable and the regular record dates for such interest
payment dates; (6) the place or places where principal of (and premium, if any)
and interest on Offered Debt Securities shall be payable; (7) any mandatory or
optional sinking fund or analogous provisions; (8) if applicable, the price at
which, the periods within which, and the terms and conditions upon which the
Offered Debt Securities may, pursuant to any optional or mandatory redemption
provisions, be redeemed at the option of the Company; (9) if applicable, the
terms and conditions upon which the Offered Debt Securities may be repayable
prior to final maturity at the option of the holder thereof (which option may be
conditional); (10) the portion of the principal amount of the Offered Debt
Securities, if other than the principal amount thereof, payable upon
acceleration of maturity thereof; (11) the currency of payment of principal of
and premium, if any, and interest on the Offered Debt Securities; (12) any index
used to determine the amount of payments of principal of and premium, if any,
and interest on the Offered Debt Securities; and (13) any other terms of the
Offered Debt Securities. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating thereto,
the Offered Debt Securities are to be issued as registered securities without
coupons in denominations of $1,000 or any integral multiple of $1,000. (Section
302) No service charge will be made for any transfer or exchange of such Offered
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Federal income tax consequences and other
considerations applicable thereto will be described in the Prospectus Supplement
relating thereto. "Original Issue Discount Securities" means any Debt Securities
which provide for an amount less than the principal amount thereof to be due and
payable upon a declaration of acceleration of the maturity thereof. (Section
101)
5
<PAGE> 15
CERTAIN COVENANTS OF THE COMPANY
Limitations on Secured Debt. The Company will not, and it will not permit
any Subsidiary to, issue, assume or guarantee any Debt secured by a Mortgage
upon any Principal Property or on any shares of stock or indebtedness of any
Restricted Subsidiary (whether such Principal Property, shares of stock or
indebtedness is now owned or hereafter acquired) without in any such case
effectively providing that the Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranteed by the Company or
such Restricted Subsidiary ranking equally with the Debt Securities then
existing or thereafter created) shall be secured equally and ratably with such
Debt, except that the foregoing restrictions shall not apply to (i) Mortgages on
property, shares of stock or indebtedness of or guaranteed by any corporation
existing at the time such corporation becomes a Restricted Subsidiary; (ii)
Mortgages on property existing at the time of acquisition thereof, or to secure
the payment of all or part of the purchase price of such property, or to secure
Debt incurred or guaranteed for the purpose of financing all or part of the
purchase price of such property or construction or improvements thereon, which
Debt is incurred or guaranteed prior to, at the time of, or within 120 days
after the later of such acquisition or completion of such improvements or
construction or commencement of full operation of such property; (iii) Mortgages
securing Debt owing by any Restricted Subsidiary to the Company or another
Restricted Subsidiary; (iv) Mortgages on property of a corporation existing at
the time such corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a purchase, lease or other acquisition
of the property of a corporation or firm as an entirety or substantially as an
entirety by the Company or a Restricted Subsidiary; (v) Mortgages on property of
the Company or a Restricted Subsidiary in favor of the United States of America
or any State thereof, or any political subdivision thereof, or in favor of any
other country, or any political subdivision thereof, to secure certain payments
pursuant to any contract or statute or to secure any indebtedness incurred or
guaranteed for the purpose of financing all or any part of the purchase price or
the cost of construction of the property subject to such Mortgages (including,
but not limited to, Mortgages incurred in connection with pollution control
industrial revenue bond or similar financings); (vi) Mortgages existing on the
date of the Indenture; and (vii) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any
Mortgage referred to in the foregoing clauses (i) to (vi), inclusive.
Notwithstanding the above, the Company and any one or more Subsidiaries may,
without securing the Debt Securities, issue, assume or guarantee secured Debt
which would otherwise be subject to the foregoing restrictions, provided that
after giving effect thereto the aggregate amount of Debt which would otherwise
be subject to the foregoing restrictions then outstanding (not including secured
Debt permitted under the foregoing exceptions) at such time does not exceed 10%
of the shareholders' equity of the Company and its consolidated Subsidiaries as
of the end of the latest fiscal year. (Section 1007)
Limitations on Sale and Leaseback Transactions. Sale and leaseback
transactions (except such transactions involving leases for less than three
years, leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or leases of a Principal Property entered into within
120 days after the later of the acquisition, completion of construction or
commencement of full operation of such Principal Property) by the Company or any
Restricted Subsidiary of any Principal Property (whether now owned or hereafter
acquired) are prohibited unless (i) the Company or such Restricted Subsidiary
would be entitled under Section 1007 to issue, assume or guarantee Debt secured
by a Mortgage upon such Principal Property at least equal in amount to the
Attributable Debt in respect of such transaction without equally and ratably
securing the Debt Securities, provided that such Attributable Debt shall
thereupon be deemed to be Debt subject to the provisions described in the
preceding paragraph, or (ii) an amount in cash equal to such Attributable Debt
is applied to the retirement of funded non-subordinated Debt of the Company or a
Restricted Subsidiary. (Section 1008)
Limitations on Consolidation, Merger and Sale of Assets. The Company may
not consolidate with or merge into any other Person (as defined in the
Indenture) or convey, transfer or lease its
6
<PAGE> 16
properties and assets substantially as an entirety, unless (a) the successor
Person is a corporation, partnership or trust organized and validly existing
under the laws of the United States of America, any State thereof or the
District of Columbia and expressly assumes the Company's obligations on the Debt
Securities and under the Indenture; (b) after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time or both,
would become an Event of Default, would occur and be continuing; and (c) after
giving effect to such transaction the Company or successor Person, as the case
may be, would not immediately thereafter have outstanding indebtedness secured
by any Mortgage not permitted by the provisions of Section 1007 or shall have
secured the Debt Securities equally and ratably with (or prior to) any
indebtedness secured thereby. (Section 801)
Certain Definitions. "Principal Property" is defined as any manufacturing
plant or facility located within the United States of America (other than its
territories and possessions) and owned by the Company or any Subsidiary, except
any such plant or facility which, in the opinion of the Board of Directors, is
not of material importance to the business conducted by the Company and its
Subsidiaries, taken as a whole. "Debt" is defined as indebtedness for money
borrowed. "Mortgage" is defined as any mortgage, pledge, lien or other
encumbrance. "Attributable Debt" is defined as the present value (discounted at
the rate of interest implicit In the terms of the lease) of the obligation of a
lessee for net rental payments during the remaining term of any lease.
"Subsidiary" is defined to mean a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. "Restricted Subsidiary" is defined as a Subsidiary which owns or
leases any Principal Property. (Section 101)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides, if such provision is made applicable to the Debt
Securities of any series, that the Company may elect either (A) to defease and
be discharged from any and all obligations with respect to such Securities
(except for the obligations to register the transfer or exchange of such
Securities, to replace temporary or mutilated, destroyed, lost or stolen
Securities, to maintain an office or agency in respect of the Securities and to
hold moneys for payment in trust) ("defeasance") or (B)(i) to be released from
its obligations with respect to such Securities under Sections 801
(consolidation, merger and sale of assets), 1005 (maintenance of properties),
1006 (payment of taxes and other claims), 1007 (restrictions upon mortgages),
1008 (restrictions upon sale and leaseback transactions) and 1009 (certificates
of compliance) and (ii) that Sections 501 (4) (as to Sections 801, 1005, 1006,
1007, 1008 and 1009), 501(5), 501(6), 501(7) and 501(8) (if Section 501(8) is
specified in the Prospectus Supplement), as described in clauses (d) through (g)
under "Events of Default" below, shall not be deemed to be Events of Default
under the Indenture with respect to such series ("covenant defeasance"), upon
the deposit with the Trustee (or other qualifying trustee), in trust for such
purpose, of money, and/or U.S. Government Obligations (as defined) which through
the payment of principal and interest in accordance with their terms will
provide money, in an amount sufficient to pay the principal of (and premium, if
any) and interest on such Securities, and any mandatory sinking fund or
analogous payments thereon, on the scheduled due dates therefor. In the case of
defeasance, the Holders of such Securities are entitled to receive payments in
respect of such Securities solely from such trust. Such a trust may only be
established if, among other things, the Company has delivered to the Trustee an
Opinion of Counsel (as specified in the Indenture) to the effect that the
Holders of such Securities will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance or covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such defeasance or covenant
defeasance had not occurred. Such Opinion of Counsel, in the case of defeasance
under clause (A) above, must refer to and be based upon a ruling of the Internal
Revenue Service or a change in applicable Federal income tax law occurring after
the date of the Indenture. (Article Thirteen)
7
<PAGE> 17
EVENTS OF DEFAULT AND NOTICE THEREOF
The Indenture defines the following events as "Events of Default" with
respect to Debt Securities of any series: (a) failure to pay principal of (or
premium, if any) on any Debt Security of that series when due; (b) failure to
pay any interest on any Debt Security of that series when due, continued for 30
days; (c) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series; (d) failure to perform any other covenant of
the Company in the Indenture (other than a covenant included in the Indenture
solely for the benefit of a series of Debt Securities other than that series),
continued for 60 days after written notice given to the Company by the Trustee
or the holders of at least 10% in principal amount of the Debt Securities
outstanding and affected thereby; (e) acceleration of any Debt aggregating in
excess of $5,000,000 (including Debt Securities of any series other than that
series), if such acceleration has not been rescinded or annulled within 10 days
after written notice given to the Company by the Trustee or the holders of at
least 10% in principal amount of the outstanding Debt Securities of such series;
(f) certain events in bankruptcy, insolvency or reorganization of the Company;
and (g) any other Event of Default provided with respect to Debt Securities of
such series. (Section 501)
If an Event of Default with respect to Debt Securities of any series at the
time outstanding shall occur and be continuing, either the Trustee or the
holders of at least 25% in principal amount of the outstanding Debt Securities
of that series may declare the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all Debt
Securities of that series to be due and payable immediately; provided, however,
that under certain circumstances the holders of a majority in aggregate
principal amount of outstanding Debt Securities of that series may rescind or
annul such declaration and its consequences. (Section 502)
Reference is made to the Prospectus Supplement relating to any series of
Offered Debt Securities which are Original Issue Discount Securities for the
particular provisions relating to the principal amount of such Original Issue
Discount Securities due upon the occurrence of any Event of Default and the
continuation thereof.
The Indenture will provide that the Trustee, within 90 days after the
occurrence of a default with respect to any series of Debt Securities, shall
give to the holders of Debt Securities of that series notice of all uncured
defaults known to it (the term default to mean the events specified above
without grace periods), provided that, except in the case of default in the
payment of principal of (or premium, if any) or interest, if any, on any Debt
Security, or in the deposit of any sinking fund payment with respect to any Debt
Securities, the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the holders of the Debt Securities of such series. (Section 602)
The Company will be required to furnish to the Trustee annually a statement
by certain officers of the Company to the effect that to the best of their
knowledge the Company is not in default in the fulfillment of any of its
obligations under Sections 1007 and 1008 of the Indenture or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default. (Section 1009)
The holders of a majority in principal amount of the outstanding Debt
Securities of any series affected will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series, and
to waive certain defaults. (Sections 512 and 513)
The Indenture will provide that in case an Event of Default shall occur and
be continuing, the Trustee shall exercise such of its rights and powers under
the Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs. (Section 601) Subject to such provisions, the Trustee will be under
no obligation to exercise any of its rights or powers under the Indenture at the
request of any of the
8
<PAGE> 18
holders of Debt Securities unless they shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred by it in compliance with such request. (Section 603)
MODIFICATION OF THE INDENTURE
Modifications and amendments of the Indenture may be made by the Company
and the Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of each series
issued under the Indenture which are affected by the modification or amendment,
provided that no such modification of amendment may, without the consent of each
holder of such Debt Security affected thereby, (i) change the stated maturity
date of the principal of (or premium, if any) or any installment of interest, if
any, on any such Debt Security; (ii) reduce the principal amount of (or premium,
if any) or the interest, if any, on any such Debt Security or the principal
amount due upon acceleration of an Original Issue Discount Security; (iii)
change the place or currency of payment of principal (or premium, if any) or
interest, if any, on any such Debt Security; (iv) impair the right to institute
suit for the enforcement of any such payment on or with respect to any such Debt
Security; (v) reduce the above-stated percentage of holders of Debt Securities
necessary to modify or amend the Indenture; or (vi) modify the foregoing
requirements or reduce the percentage of outstanding Debt Securities necessary
to waive compliance with, or modify, certain provisions of the Indenture or for
waiver of certain defaults. (Section 902)
CERTAIN PENNSYLVANIA TAXES
The Debt Securities held by or for certain persons, principally individuals
and partnerships resident in Pennsylvania, are subject to the Pennsylvania
Corporate Loans Tax, the annual rate of which is currently $4 per $1,000
principal amount of the Debt Securities held by such persons, and this tax will
be withheld by the Company from interest paid to such persons. Persons resident
in Pennsylvania holding Debt Securities for the benefit of nonresidents should
consult their tax advisors regarding the applicability of the Pennsylvania
Corporate Loans Tax.
In the opinion of Clark, Ladner, Fortenbaugh & Young, counsel for the
Company, the Debt Securities will not be subject to the Pennsylvania County
Personal Property Tax in effect as of the date of this Prospectus.
PLAN OF DISTRIBUTION
The Company may sell Debt Securities to or through underwriters and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include Goldman, Sachs & Co. and J.P. Morgan Securities Inc.
Goldman, Sachs & Co. and J.P. Morgan Securities Inc. may also act as agents.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from the Company or from purchasers of Debt Securities for whom
they may act as agents in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions, under the Securities Act of 1933, as amended (the "Act"). Any such
9
<PAGE> 19
underwriter or agent will be identified, and any such compensation will be
described, in the Prospectus Supplement.
Under agreements which may be entered into by the Company, underwriters and
agents who participate in the distribution of Debt Securities may be entitled to
indemnification by the Company against certain liabilities, including
liabilities under the Act.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters or other persons acting as the Company's agents to solicit offers
by certain institutions to purchase Debt Securities from the Company pursuant to
contracts providing for payment and delivery on a future date. Institutions with
which such contracts may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and others, but in all cases such institutions must be approved by
the Company. The obligations of any purchaser under any such contract will be
subject to the condition that the purchase of the Offered Debt Securities shall
not at the time of delivery be prohibited under the laws of the jurisdiction to
which such purchaser is subject. The underwriters and such other agents will not
have any responsibility in respect of the validity or performance of such
contracts.
In the ordinary course of their respective businesses, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc. and their affiliates have provided, and may in
the future provide, investment banking and/or commercial banking services for
the Company.
VALIDITY OF DEBT SECURITIES
The validity of the Debt Securities will be passed upon for the Company by
Clark, Ladner, Fortenbaugh & Young, Philadelphia, Pennsylvania, and for any
underwriters or agents by Sullivan & Cromwell, New York, New York, who will rely
upon the opinion of Clark, Ladner, Fortenbaugh & Young as to all matters of
Pennsylvania law. M. Rust Sharp, a partner in Clark, Ladner, Fortenbaugh &
Young, is a director of the Company. On April 21, 1992, Mr. Sharp, other
partners, of counsel, associates and other non-clerical employees of Clark,
Ladner, Fortenbaugh & Young and their spouses owned beneficially an aggregate
3,758 shares of the Common Stock of the Company. In addition, Mr. Sharp, as a
co-trustee under certain Deeds of Trust dated August 21, 1951 and under the Will
of John E. Barbey, deceased, beneficially owns 11,461,444 shares of Common
Stock.
EXPERTS
The consolidated financial statements and schedules of the Company
incorporated herein by reference to the Form 10-K have been audited by Ernst &
Young, independent auditors, as set forth in the report thereon included therein
and incorporated herein by reference. Such consolidated financial statements and
schedules have been incorporated by reference or included herein, respectively,
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
10
<PAGE> 20
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCE IN WHICH SUCH OFFER OR SOLICITATION IS
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS
NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PAGE
----
<S> <C>
Recent Developments...................... S-2
Use of Proceeds.......................... S-2
Capitalization of the Company............ S-3
Pro Forma Financial Information.......... S-4
Description of Notes..................... S-6
Underwriting............................. S-9
PROSPECTUS
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
The Company.............................. 3
Use of Proceeds.......................... 3
Summary Financial Information of the
Company................................ 4
Description of Debt Securities........... 5
Plan of Distribution..................... 9
Validity of Debt Securities.............. 10
Experts.................................. 10
</TABLE>
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$100,000,000
V.F. CORPORATION
7.60% NOTES
DUE APRIL 1, 2004
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[LOGO]
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GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
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