<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1994
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
V.F. CORPORATION
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
Pennsylvania 23-1180120
- - - - - - --------------------------------------------------------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
<TABLE>
<S> <C>
1047 North Park Road, Wyomissing, Reading, Pennsylvania 19610
- - - - - - -------------------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
VF Corporation 1991 Stock Option Plan
- - - - - - --------------------------------------------------------------------------------
(Full title of the plan)
Lori M. Tarnoski, Vice President/Secretary
VF Corporation, PO Box 1022, Reading, Pennsylvania 19603
- - - - - - --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(610) 378-1151
- - - - - - --------------------------------------------------------------------------------
(Telephone number, including area code of agent for service)
Copies to:
Aloysius T. Lawn, IV, Esquire
Clark, Ladner, Fortenbaugh & Young
One Commerce Square
2005 Market Street - 22nd Floor
Philadelphia, Pennsylvania 19103
(215) 241-1825
If the only securities being registered on this form are being offered pursuant
to dividend or reinvestment plans, please check the following box. [ ]
<PAGE> 2
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ X ]
EXHIBIT INDEX APPEARS AT PAGE ___.
PAGE 1 of PAGES.
(ii)
<PAGE> 3
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share(2) Offering Price(2) Registration Fee
- - - - - - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
(without par value;
stated capital $1.00
per share)
3,000,000 $50.375 $151,125,000 $52,112.43
====================================================================================================================================
</TABLE>
(1) Indicates the aggregate number of additional shares of Common Stock
authorized and reserved for issuance pursuant to the 1991 Plan. The
Shareholders of the Corporation, at the Corporation's Annual Meeting
of Shareholders held April 19, 1994, approved an increase in the
number of shares of Common Stock reserved for issuance pursuant to the
1991 Stock Option Plan from 3,000,000 shares to 6,000,000 shares.
(2) This price is estimated solely for the purposes of calculating the
registration fee. In accordance with Rule 457(h), the price for
outstanding but unexercised options is computed on the basis of the
closing price of $50.375 per share of VF Corporation's Common Stock on
the New York Stock Exchange on April 26, 1994.
Approximate Date of Commencement of Proposed Sales Pursuant to the
Plan: As soon as practicable after the effective date of this Registration
Statement.
Prospectus Relating to Two Registration Statements: As authorized by
Rule 429 under the Securities Act of 1933, as amended, this Registration
Statement constitutes Post-Effective Amendment No. 1, Post-Effective Amendment
No. 3 and Post-Effective Amendment No. 7 to V.F. Corporation's
Registration Statements on Form S-8/S-3 (Nos. 33-55014, 2-26566 and 2-85579,
respectively) relating to shares of Common Stock of VF Corporation reserved for
issuance upon exercise of stock options heretofore granted pursuant to the V.F.
Corporation 1991 and 1982 Stock Option Plans.
(iii)
<PAGE> 4
PROSPECTUS
V.F. CORPORATION
1047 North Park Road
Wyomissing, Pennsylvania 19610
1,128,625 Shares
COMMON STOCK
(Without Par Value - Stated
Capital $1.00 Per Share)
-------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------------------------
This Prospectus is being used in connection with the offering from
time to time by certain shareholders ("Selling Shareholders") of V.F.
Corporation ("VF"), or their successors in interest of shares of the Common
Stock of VF which have been or may be acquired upon the exercise of stock
options pursuant to the 1982 Stock Option Plan and 1991 Stock Option Plan
(collectively the "Plans").
The Common Stock may be sold from time to time by the Selling
Shareholders or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on the New York Stock Exchange, The Pacific
Stock Exchange, in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Common Stock may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a broker
or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchases.
In effecting sales, brokers or dealers engaged by the Selling Shareholders may
arrange for other brokers or dealers to participate. Brokers or dealers will
receive commissions or discounts from Selling Shareholders in amounts to be
negotiated immediately prior to the sale. Such brokers or dealers and any
other participating brokers or dealers may be deemed to be "underwriters"
within the meeting of the Securities Act of 1933, as amended (the "Act") in
connection with such sales. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule
144 rather than
<PAGE> 5
pursuant to this Prospectus. VF will not receive any of the
proceeds from the sale of these shares, although it has paid the expenses of
preparing this Prospectus and the related Registration Statement.
The closing price of VF's Common Stock on both the New York Stock
Exchange on April 26, 1994 was $50.375. The closing price of VF's Common Stock
on the Pacific Stock Exchange on April 21, 1994 was $50.50.
----------------------------------------------
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by VF.
----------------------------------------------
The date of this Prospectus is April 29, 1994.
2
<PAGE> 6
AVAILABLE INFORMATION
VF is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 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 VF with the Commission may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's Regional Offices at: 75 Park Place, 14th Floor, New York, New York
10007 and Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained upon written
request addressed to the Commission at the Public Reference Section, at 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In addition,
the Common Stock is listed on the New York and Pacific Stock Exchanges and
reports, proxy statements and other information concerning VF may also be
inspected at the offices of New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005 and The Pacific Stock Exchange, Inc., 115 Sansone Street,
8th Floor, San Francisco, California 94104.
In addition, VF 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. See "INCORPORATION OF DOCUMENTS BY REFERENCE".
Such requests should be directed to L.M. Tarnoski, Vice President/Secretary,
V.F. Corporation, P.O. Box 1022, Reading, Pennsylvania 19603; or (610)
378-1151.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission are
incorporated herein by reference:
(a) VF's Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 ("Form 10-K");
(b) VF's Current Report on Form 8-K, dated January 19, 1994;
(c) VF's Amendment to Current Report on Form 8-K/A, dated January
19, 1994;
(d) VF's definitive Proxy Statement dated March 17, 1994, for the
Annual Meeting of Shareholders held April 19, 1994;
3
<PAGE> 7
(e) VF's Current Report on Form 8-K, dated April 6, 1994; and
(f) VF's Registration Statement on Form 8-A dated April 27, 1965
filed pursuant to Section 12(g) of the 1934 Act and VF's Registration
Statements on Form 8-A dated May 8, 1987 and January 25, 1988 filed pursuant to
Section 12(b) of the 1934 Act, which contain descriptions of the Common Stock
and certain rights relating to the Common Stock, including any amendment or
reports filed for the purpose of updating such descriptions.
In addition to the foregoing, all documents subsequently filed by VF
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Act (prior to the filing
of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold),
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
SELLING SHAREHOLDERS
The following table sets forth as of April
22,1994 the name of each Selling Shareholder, the nature of his position,
office, or other material relationship to VF or its subsidiaries and the number
of shares of Common Stock which each Selling Shareholder (1) owned of record;
(2) may acquire pursuant to the exercise of a previously granted option or
options which hereafter may be granted under the Plans, all of which shares may
be sold pursuant to this Prospectus; and (3) the amount of Common Stock to be
owned by each Selling Shareholder assuming the grant of the maximum number of
shares issuable under the Plans, the exercise of all options granted under the
Plans and the sale of all shares acquired upon exercise of such options.
Except for Messrs. Pike and Sharp, who as co-trustees under certain Deeds of
Trust dated August 21, 1951 and under the Will of John E. Barbey, deceased
beneficially own 11,461,644 shares of Common Stock (representing 17.8% of the
outstanding Common Stock), none of the listed individuals owns 1% or more of
the outstanding Common Stock.
4
<PAGE> 8
<TABLE>
<CAPTION>
Amount of
Expected to Acquire Common Stock to
Name and Relationship Owned Pursuant to the Plan be Owned After
to VF Corporation as of 4/22/94 and Offered Pursuant Hereto Exercise and Sale
- - - - - - ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lawrence R. Pugh, 21,031 536,800 21,031
Chairman of the Board
and Chief Executive Officer
Robert D. Buzzell, 800 5,400 800
Director
Edward E. Crutchfield, Jr., 1,500 3,900 1,500
Director
Ursula F. Fairbairn, 200 -0- 200
Director
Barbara S. Feigin, 1,900 3,900 1,900
Director
Roger S. Hillas, 3,538 3,900 3,538
Director
Leon C. Holt, Jr., 3,000 5,400 3,000
Director
J. Berkley Ingram, Jr., 3,500 3,900 3,500
Director
Robert F. Longbine, 2,000 5,400 2,000
Director
Mackey J. McDonald, 8,719 138,000 8,719
President and Director
William E. Pike, 2,400 5,400 2,400
Director
M. Rust Sharp, 1,000 5,400 1,000
Director
L. Dudley Walker, 19,500 3,900 19,500
Director
Harold E. Addis 3,000 55,000 3,000
Vice President - Human
Resources and Administration
Paul R. Charron 1,000 99,000 1,000
Executive Vice President
H. Lynn Hazlett 5,898 50,925 5,898
Vice President - Business Systems
Gerard G. Johnson 10,016 121,000 10,016
Vice President - Finance and
Chief Financial Officer
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
Amount of
Expected to Acquire Common Stock to
Name and Relationship Owned Pursuant to the Plan be Owned After
to VF Corporation as of 4/22/94 and Offered Pursuant Hereto Exercise and Sales
- - - - - - -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Lori M. Tarnoski 11,414 25,000 11,414
Vice President and Secretary
Frank C. Pickard III 736 24,400 736
Vice President and Treasurer
Robert K. Shearer 149 32,000 149
Vice President and Controller
</TABLE>
LEGAL MATTERS
Legal matters with respect to Common Stock being offered hereby have
been passed upon for VF by Clark, Ladner, Fortenbaugh & Young, Philadelphia,
Pennsylvania. M. Rust Sharp, a partner in Clark, Ladner, Fortenbaugh & Young,
is a director of VF. On April 22, 1994, Mr. Sharp, other partners, of counsel,
associates and other non-clerical employees of Clark, Ladner, Fortenbaugh &
Young and their spouses owned beneficially an aggregate 3,591 shares of the
Common Stock of VF. In addition, Mr. Sharp beneficially owns options to
purchase 3,600 shares of Common Stock and, as a co-trustee under certain Deeds
of Trust dated August 21, 1951 and under the Will of John E. Barbey, deceased,
beneficially owns 11,461,644 shares of Common Stock.
STATEMENT OF INDEMNIFICATION
Under provisions of VF's By-Laws, the monetary liability of a director
of VF is limited to those cases in which (a) he or she breached or failed to
perform the duties of a director in good faith, in a manner he or she
reasonably believed to be in the best interest of the Corporation, and with
such care, including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances and (b) the breach or
failure to perform constituted self-dealing, willful misconduct or
recklessness, except that the limitation would not apply to the responsibility
or liability of a director pursuant to a criminal statute or for the payment of
taxes pursuant to local, state or federal law. Furthermore, VF's By-Laws
provide that any person made a party to any lawsuit by reason of being a
director, officer or employee of VF may be indemnified by VF to the full extent
6
<PAGE> 10
permitted by Pennsylvania law against reasonable expenses, including attorneys'
fees, incurred by the director, officer or employee in connection with the
defense of such lawsuit. With respect to possible indemnification of
directors, officers and controlling persons of VF for liabilities arising under
the Act pursuant to such provisions, VF is aware that the Commission has taken
the position that such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.
EXPERTS
The consolidated financial statements and schedules of VF incorporated by
reference into the Form 10-K have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
As of April 22, 1994, the authorized Common Stock of VF totaled 66,370,069
shares, without par value, of which 64,600,097 shares of Common Stock were
issued and outstanding, not including 1,769,972 shares of Common Stock held in
treasury. Further information concerning the Common Stock of VF may be found
in the documents incorporated by reference above.
7
<PAGE> 11
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 14 (FORM S-3). Other Expenses of Issuance and Distribution.
The expenses in connection with the offering of shares pursuant to that portion
of the Registration Statement on Form S-3 are listed below. VF Corporation
will pay each of these expenses.
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . $52,112.43
Accountants' Fee and Expenses* . . . . . . . . . . . . . . . . . . $ 7,700.00
Fees and Expenses of the Company's
Counsel* . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17,250.00
Printing and Engraving Expenses* . . . . . . . . . . . . . . . . . $ 1,200.00
Miscellaneous Expenses* . . . . . . . . . . . . . . . . . . . . . $ 1,200.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $79,462.43
---------------------------
* Estimated
</TABLE>
ITEM 3 (FORM S-8). INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated by reference into this Registration Statement are (a)
VF's latest Annual Report on Form 10-K for the fiscal year ended January 1,
1994; (b) VF's Current Report on Form 8-K, dated January 19, 1994; (c) VF's
Amendment to Current Report on Form 8-K/A, dated January 19, 1994; (d) VF's
definitive proxy statement or information statement filed pursuant to Section
14 of the 1934 Act in connection with VF's latest Annual Meeting of
Shareholders and any definitive proxy or information statement as filed in
connection with any subsequent or special meeting of its
II-1
<PAGE> 12
shareholders; (e) VF's Current Report on Form 8-K, dated April 6, 1994; (f)
VF's Registration Statement on Form 8-A dated April 27, 1965 filed pursuant to
section 12(g) of the 1934 Act and the Corporation's Registration Statements on
Form 8-A dated May 8, 1987 and January 25, 1988 filed pursuant to section 12(b)
of the 1934 Act, which contain descriptions of the Common Stock and certain
rights relating to the Common Stock, including any amendment or reports filed
for the purpose of updating such descriptions; and (g) all documents
subsequently filed by VF pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Act prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of the filing of such reports and documents.
The consolidated financial statements and schedules of VF incorporated
by reference into the Form 10-K have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon and incorporated herein by
reference. Such consolidated financial statements and schedules are
incorporated herein by reference in reliance upon such report and given upon
the authority of such firm as experts in auditing and accounting.
ITEM 4 (FORM S-8). DESCRIPTION OF SECURITIES.
Not applicable
II-2
<PAGE> 13
ITEM 5 (FORM S-8). INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters with respect to Common Stock being offered hereby have
been passed upon for VF by Clark, Ladner, Fortenbaugh & Young, Philadelphia,
Pennsylvania. M. Rust Sharp, a partner in Clark, Ladner, Fortenbaugh & Young,
is a director of VF. On April 22, 1994, Mr. Sharp, other partners, of counsel,
associates and other non-clerical employees of Clark, Ladner, Fortenbaugh &
Young and their spouses owned beneficially an aggregate 3,591 shares of VF
Common Stock. In addition, Mr. Sharp beneficially owns options to purchase
3,600 shares of Common Stock and, as a co-trustee under certain Deeds of Trust
dated August 21, 1951 and under the Will of John E. Barbey, deceased,
beneficially owns 11,461,644 shares of Common Stock.
ITEM 6 (FORM S-8) AND ITEM 15 (FORM S-3).
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1741 of the Pennsylvania Business Corporation Law, as amended
(the "BCL"), provides that a business corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership,
II-3
<PAGE> 14
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding
if he acted in good faith in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Section 1742 of the BCL provides that in the case of actions by
or in the right of the corporation, a corporation may indemnify any such
persons only against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of such action
and only if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
provided that no such indemnification is permitted in respect to any claim,
issue or matter as to which such person is adjudged liable for negligence or
misconduct in the performance of his duty to the corporation, except to the
extent that a court determines that indemnification is proper under the
circumstances. The BCL further provides under Section 1743 that to the extent
that such person has been successful on the merits or otherwise in defending
any action (even one on behalf of the corporation), he is entitled to
indemnification for expenses (including attorneys' fees) actually and
reasonably incurred in connection with such action. The By-Laws of VF provide
for indemnification of the
II-4
<PAGE> 15
officers or directors of VF to the fullest extent permissible under the BCL.
The indemnification provided for under the BCL is not exclusive of any
other rights of indemnification. Under Section 1746 of the BCL a corporation
may maintain insurance on behalf of any of the persons referred to above
against liability asserted against any of them and incurred in or arising out
of any capacity referred to above, whether or not the corporation would have
the power to indemnify against such liabilities under the BCL. Section 513 of
the Pennsylvania Associations Code ("Section 513") provides that a Pennsylvania
corporation shall have the power, by action of the shareholders, directors or
otherwise, to indemnify a person as to action in his official capacity and as
to action in another capacity while holding that office for any action taken or
any failure to take any action, whether or not the corporation would have the
power to indemnify the person under any other provision of law (including
Section 1741 and 1742 of the BCL), except as provided in Section 513, and
whether or not the indemnified liability arises or arose from any threatened,
pending or completed action by or in the right of the corporation.
Indemnification is not authorized pursuant to Section 513 in any case where the
act or failure to act giving rise to the claim for indemnification is
determined by a court to have constituted willful misconduct or recklessness.
In addition to the power to advance expenses under the BCL, Section 513
provides that expenses incurred by an officer,
II-5
<PAGE> 16
director, employee or agent in defending a civil or criminal action, suit or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on
behalf of such person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the corporation. Section 513
permits a business corporation to create a fund, under the control of a trustee
or otherwise, to secure or insure in any manner its indemnification obligations
whether arising under or pursuant to Section 513 or otherwise. VF's By-Laws
provide that any person made a party to any lawsuit by reason of being a
director or officer of VF may be indemnified by VF, to the full extent
permitted by Pennsylvania law, against the reasonable expenses, including
attorneys' fees, incurred by the director or officer in connection with the
defense of such lawsuit. The By-Laws further provide that a director of VF
shall not be personally liable for monetary damages arising from any action
taken or any failure to act by the director unless (a) the director has failed
to perform his fiduciary duty to VF (as defined under Section 511 of the
Pennsylvania Associations Code) and (b) the breach of duty constituted
self-dealing, willful misconduct or recklessness. The limitation on a
director's personal liability for monetary damages does not apply to a
director's criminal liability or liability for taxes.
II-6
<PAGE> 17
VF maintains directors and officers' liability insurance for expenses
for which indemnification is permitted by Pennsylvania Business Corporation Law
and Section 513. These insurance policies insure VF against amounts which it
may become obligated to pay as indemnification to directors and officers and
insures its directors and officers against losses (except fines, penalties and
other matters uninsurable under law) arising from any claim made against them
on account of any alleged "wrongful act" in their official capacity. A
wrongful act is defined as "any breach of any duty, neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted by the directors and officers or ... so alleged by any claimant on
any matter claimed against them solely by reason of their being such directors
or officers," subject to certain exclusions. Directors and officers are also
insured against losses (except fines, penalties and other matters uninsurable
under law) arising out of the insured's breach of fiduciary duty, subject to
certain exclusions.
ITEM 7 (FORM S-8). EXEMPTION FROM REGISTRATION CLAIM.
Not Applicable.
ITEM 8 (FORM S-8) AND ITEM 16 (FORM S-3). EXHIBITS.
4.1 VF Corporation 1991 Stock Option Plan, as amended through April 19,
1994.
5 Opinion of Counsel
23 Consents of Independent Auditors
II-7
<PAGE> 18
24 Power of Attorney
ITEM 9 (FORM S-8) AND ITEM 17 (FORM S-3). UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post- effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference in this Registration Statement.
II-8
<PAGE> 19
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for the purposes of determining any liability under the
Act, each filing of VF's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to the initial bona fide offering thereof.
(5) To deliver or cause to be delivered with the Prospectus to
each employee to whom the Prospectus is sent or given, a copy of its Annual
Report to Shareholders for its last fiscal year, unless such employee otherwise
has received a copy of such Report, in which case VF shall state in the
Prospectus that it will promptly furnish, without charge, a copy of such Report
on written request of the employee. If the last fiscal year of VF has ended
within 120 days prior to the use of the Prospectus, the Annual Report for the
preceding fiscal year may be so delivered, but within such 120
II-9
<PAGE> 20
day period the Annual Report for the last fiscal year will be furnished to each
such employee.
(6) To deliver or cause to be delivered to all employees
participating in the Plan, who do not otherwise receive such material as
shareholders of VF, at the time and in the manner such material is sent to its
shareholders, copies of all reports, proxy statements, and other communications
distributed to its shareholders generally.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
II-10
<PAGE> 21
the Act and will be governed by the final adjudication of such issue.
II-11
<PAGE> 22
SIGNATURES
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 Forms S-8 and S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the Borough of Wyomissing, Commonwealth of
Pennsylvania on the 29th day of April, 1994.
<TABLE>
<S> <C>
VF CORPORATION
By:/s/ L.R. Pugh
--------------------------
L.R. Pugh
Chairman of the Board and
Chief Executive Officer
</TABLE>
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ L.R. Pugh Chairman of the Board and 4/29/94
- - - - - - ---------------------- Chief Executive Officer
L.R. Pugh
/s/ G.G. Johnson Vice President - Finance 4/29/94
- - - - - - ---------------------- and Chief Financial Officer
G.G. Johnson
/s/ R.K. Shearer Vice President and Controller 4/29/94
- - - - - - ----------------------
R.K. Shearer
</TABLE>
II-12
<PAGE> 23
<TABLE>
<CAPTION>
DIRECTORS
<S> <C>
Lawrence R. Pugh * Leon C. Holt, Jr. *
Robert D. Buzzell * J. Berkley Ingram, Jr. *
Edward E. Crutchfield, Jr. * Robert F. Longbine *
Ursula F. Fairbairn * Mackey J. McDonald*
Barbara S. Feigin * William E. Pike *
Roger S. Hillas * M. Rust Sharp *
L. Dudley Walker *
</TABLE>
A majority of the Board of Directors
<TABLE>
<S> <C>
* By: /s/ L. M. Tarnoski
------------------
L. M. Tarnoski
Attorney-In-Fact
</TABLE>
Date: April 29, 1994
II-13
<PAGE> 24
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
Exhibit No. Page
----------- ----
<S> <C>
4.1 VF Corporation 1991 Stock Option Plan, as amended through April 19,
1994
5 Opinion of Counsel
23 Consents of Independent Auditors
24 Power of Attorney
</TABLE>
II-14
<PAGE> 1
EXHIBIT 4.1
<PAGE> 2
EXHIBIT 4.1
V.F. CORPORATION
1991 STOCK OPTION PLAN
ARTICLE I
PURPOSE
1.1 PURPOSE. The purpose of the V.F. Corporation 1991 Stock
Option Plan (this "Plan") is to strengthen the ability of V.F. Corporation
(the "Company") to attract, motivate, and retain employees of superior ability
and to more closely align the interests of the nonemployee directors and
management of the Company with those of its shareholders by relating capital
accumulation to increases in shareholder value.
ARTICLE II
GENERAL DEFINITIONS
2.1 "Agreement" - The written instrument evidencing the grant to a
Participant of an Award. Each Participant may be issued one or more
Agreements from time to time, containing one or more Awards.
2.2 "Award" - Any award granted under this Plan.
2.3 "Board" - The Board of Directors of the Company.
2.4 "Code" - The Internal Revenue Code of 1986, as amended.
2.5 "Committee" - The Committee which the Board appoints to
administer this Plan.
2.6 "Common Stock" - The common stock of the Company as described
in the Company's Articles of Incorporation, or such other stock as shall be
substituted therefor.
2.7 "Company" - V.F. Corporation, or any successor to the Company.
2.8 "Date of Grant" - The date on which the granting of an Award
is authorized by the Committee, unless another date is specified by the
Committee or by a provision in this Plan applicable to the Award.
-1-
<PAGE> 3
2.9 "Director" - A member of the Board who is not an Employee.
2.10 "Disposition" - Any sale, transfer, encumbrance, gift,
donation, assignment, pledge, hypothecation, or other disposition, whether
similar or dissimilar to those previously enumerated, whether voluntary or
involuntary, and whether during the Participant's lifetime or upon or after his
or her death, including, but not limited to, any disposition by operation of
law, by court order, by judicial process, or by foreclosure, levy, or
attachment.
2.11 "Employee" - Any employee (including officers) of the Company
or a Subsidiary.
2.12 "Exchange Act" - The Securities Exchange Act of 1934, as
amended.
2.13 "Fair Market Value" - The average of the reported high and low
sales price of the Common Stock (rounded up to the nearest one-tenth of a
dollar) on the date on which Fair Market Value is to be determined (or if there
was no reported sale on such date, the next preceding date on which any
reported sale occurred) on the principal exchange or in such other principal
market on which the Common Stock is trading.
2.14 "Incentive Stock Option" - A Stock Option intended to satisfy
the requirements of Section 422(b) of the Code.
2.15 "Limited Stock Appreciation Right" or "Limited Right" - The
rights specified in Article VIII.
2.16 "Nonqualified Stock Option" - A Stock Option other than an
Incentive Stock Option.
2.17 "Participant" - A key Employee selected by the Committee to
receive an Award or a Director who has received an Award pursuant to Article X.
2.18 "Retirement" - Employment separation on account of early,
normal, or late retirement, as described in the V.F. Corporation Pension Plan
or any successor plan thereto.
2.19 "Rule 16b-3" - Rule 16b-3 shall have the meaning assigned in
Section 4.1.
2.20 "Securities Act" - The Securities Act of 1933, as amended.
2.21 "Stock Option" - An award of a right to purchase Common Stock
pursuant to Article VII.
-2-
<PAGE> 4
2.22 "Subsidiary" - A "subsidiary corporation" as defined in
Section 424(f) of the Code that is a subsidiary of the Company.
ARTICLE III
SHARES OF COMMON STOCK SUBJECT TO THE PLAN
3.1 COMMON STOCK AUTHORIZED. Subject to the provisions of this
Article and Article XI, the total aggregate number of shares of Common Stock
that may be issued, transferred or exercised pursuant to Awards shall not
exceed 6,000,000 shares.
3.2 LIMITATION OF SHARES. For purposes of the limitations
specified in Section 3.1, the following principles apply: (a) a decrease in the
number of shares which thereafter may be issued or transferred for purpose of
Section 3.1 shall result from the delivery of shares of Common Stock upon
exercise of a Stock Option or Limited Stock Appreciation Right in any manner;
(b) shares of Common Stock with respect to which Stock Options and Limited
Stock Appreciation Rights expire, are cancelled without being exercised, or are
otherwise terminated may be regranted under this Plan; and (c) if any shares of
Common Stock related to an Award are not issued or, for any reason, cease to
be issuable or are forfeited, such shares of Common Stock shall no longer be
charged against the limitation provided for in Section 3.1 and shall be
available again for the grant of Awards.
3.3 SHARES AVAILABLE. At the discretion of the Board or
the Committee, the shares of Common Stock to be delivered under this Plan shall
be made available either from authorized and unissued shares of Common Stock or
shares of Common Stock controlled by the Company, or both; provided, however,
that absent such determination by the Board or the Committee to the contrary,
in whole or in part, the shares shall consist of the Company's authorized but
unissued Common Stock.
3.4 AWARD ADJUSTMENTS. Subject to the limitations set forth in
Article XIII, the Committee may make any adjustment in the exercise price or
the number of shares subject to, or the terms of, a Nonqualified Stock Option
or Limited Stock Appreciation Right. Such adjustment shall be made by
amending, substituting or cancelling and regranting an outstanding Nonqualified
Stock Option or Limited Stock Appreciation Right with the inclusion of terms
and conditions that may differ from the terms and conditions of the original
Nonqualified Stock Option or Limited Stock Appreciation Right. If such action
is effected by amendment, the effective date of such amendment shall be the
date of the original grant.
-3-
<PAGE> 5
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1 COMMITTEE. This Plan shall be administered by the Committee,
which shall consist of three or more Directors of the Company, all of whom are
"disinterested persons," as such term is defined under the rules and
regulations adopted, from time to time, by the Securities and Exchange
Commission pursuant to Section 16(b) of the Exchange Act, including
specifically but without limitation, Rule 16b-3 or any successor rule thereto.
The Committee may, in its discretion, delegate its duties under this Plan to
such agents as it may appoint from time to time, provided that the Committee
may not delegate its duties with respect to making Awards to Participants
subject to Section 16(b) of the Exchange Act. The members of the Committee
shall serve at the pleasure of the Board, which shall have the power, at any
time and from time to time, to remove members from the Committee or to add
members thereto. Vacancies on the Committee, however caused, shall be filled
by action of the Board.
4.2 POWERS. The Committee has discretionary authority to
determine the key Employees to whom, and the time or times at which, Awards
shall be granted. The Committee also has authority to determine the amount of
shares of Common Stock that shall be subject to each Award (other than Awards
to Directors), and the terms, conditions, and limitations of each Award,
subject to the express provisions of this Plan. The Committee shall have the
discretion to interpret this Plan and to make all other determinations
necessary for Plan administration. The Committee has authority to prescribe,
amend and rescind any rules and regulations relating to this Plan, subject to
the express provisions of this Plan. All Committee interpretations,
determinations, and actions shall be in the sole discretion of the Committee
and shall be binding on all parties. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in this Plan or in any
Agreement in the manner and to the extent it shall deem expedient to carry it
into effect, and it shall be the sole and final judge of such expediency.
4.3 AWARD TERMS. Awards shall be evidenced by an Agreement and
may include any terms and conditions consistent with this Plan, as the
Committee may determine.
4.4 NO LIABILITY. No member of the Board or the Committee shall
be liable for any action or determination made in good faith by the Board or
the Committee with respect to this Plan or any Award under this Plan.
-4-
<PAGE> 6
ARTICLE V
ELIGIBILITY
5.1 PARTICIPATION. Subject to Section 5.3, Participants shall be
selected from the key Employees of the Company and its Subsidiaries. Such
designation may be by individual or by class.
5.2 INCENTIVE STOCK OPTION ELIGIBILITY. No person shall be
eligible for the grant of an Incentive Stock Option who owns (within the
meaning of Section 422(b) of the Code), or would own immediately before the
grant of such Incentive Stock Option, directly or indirectly, stock possessing
more than 10 percent of the total combined voting power of all classes of stock
of the Company or any Subsidiary.
5.3 BOARD PARTICIPATION. Any Director (who is not an Employee of
the Company or a Subsidiary) shall be granted Awards under this Plan pursuant
to Article X.
5.4 LIMIT ON AWARDS. Commencing January 2, 1994, Awards to any
Employee under the Plan shall not exceed in the aggregate 100,000 Stock Options
(with or without tandem Limited Rights) during any period of 12 consecutive
months. The number of Limited Rights, if any, granted pursuant to Section 11.2
shall count toward the aggregate limit.
ARTICLE VI
FORMS OF AWARDS
6.1 AWARD ELIGIBILITY. The forms of Awards under this Plan are
Stock Options as described in Article VII and Limited Stock Appreciation Rights
as described in Article VIII. The Committee may, in its discretion, permit
holders (other than Directors) of Awards under this Plan to surrender
outstanding Awards in order to exercise or realize the rights under other
Awards, or in exchange for the grant of new Awards or require holders of
Awards to surrender outstanding Awards as a condition precedent to the grant
of new Awards.
ARTICLE VII
STOCK OPTIONS
7.1 EXERCISE PRICE. The exercise price of Common Stock under each
Stock Option shall be equal to 100 percent of the Fair Market Value of the
Common Stock on the Date of Grant.
-5-
<PAGE> 7
7.2 TERM. Stock Options may be exercised as determined by the
Committee, provided that Incentive Stock Options may in no event be exercised
later than 10 years from the Date of Grant or granted later than 10 years from
the date of adoption of this Plan. During the Participant's lifetime, only the
Participant may exercise an Incentive Stock Option. The Committee may amend
the terms of an Incentive Stock Option at any time to include provisions that
have the effect of changing such Incentive Stock Option to a Nonqualified Stock
Option, or vice- versa (to the extent any such change is permitted by
applicable law).
7.3 METHOD OF EXERCISE. Upon the exercise of a Stock Option, the
exercise price shall be payable in full in cash or an equivalent acceptable to
the Committee. No fractional shares shall be issued pursuant to the exercise
of a Stock Option, and no payment shall be made in lieu of fractional shares.
At the discretion of the Committee and provided such payment can be effected
without causing the Participant to incur liability under Section 16(b) of the
Exchange Act, the exercise price may be paid by assigning and delivering to the
Company shares of Common Stock or a combination of cash and such shares equal
in value to the exercise price. Any shares so assigned and delivered to the
Company in payment or partial payment of the exercise price shall be valued at
the closing market price of the Common Stock on the principal exchange or in
such other principal market on which the Common Stock is trading on the
exercise date.
In addition, at the request of the Participant and to the
extent permitted by applicable law, the Company in its discretion may
selectively approve arrangements with a brokerage firm under which such
brokerage firm, on behalf of the Participant, shall pay to the Company the
exercise price of the Stock Options being exercised, and the Company, pursuant
to an irrevocable notice from the Participant, shall promptly deliver the
shares being purchased to such firm.
7.4 LIMITATION ON INCENTIVE STOCK OPTIONS. With respect to
Incentive Stock Options, the aggregate Fair Market Value (determined at the
Date of Grant) of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by a Participant during any calendar
year (under all stock option plans of the Company and its Subsidiaries) shall
not exceed $100,000, or such other amount as may be prescribed under the Code
or applicable regulations or rulings from time to time.
-6-
<PAGE> 8
ARTICLE VIII
LIMITED STOCK APPRECIATION RIGHTS
8.1 GRANT. The grant of Limited Stock Appreciation Rights under
this Plan shall be subject to the terms and conditions of this Article VIII and
shall contain such additional terms and conditions, not inconsistent with the
express provisions of this Plan, as the Committee shall deem desirable. A
Limited Right is a stock appreciation right which is effective only upon a
Change in Control (as defined in Section 11.2) and is payable only in cash.
The amount of payment to which any grantee of such a Limited Right shall be
entitled upon exercise shall be equal to the difference between the exercise
price per share of any Common Stock covered by a Stock Option in connection
with, whether or not in tandem, such Limited Right and the "Market Price" of a
share of Common Stock. For purposes of this Section 8.1, the term "Market
Price" shall mean the greater of (i) the highest price per share of Common
Stock paid in connection with the Change in Control and (ii) the highest price
per share of Common Stock reflected in the NYSE Transactions Report during the
sixty-day period prior to the Change in Control. If the Limited Rights are
exercised, the tandem Stock Options shall cease to be exercisable to the extent
of the Common Stock with respect to which such Limited Rights are exercised.
ARTICLE IX
FORFEITURE AND EXPIRATION OF AWARDS
9.1 TERMINATION. Subject to the express provisions of this Plan
and the terms of any applicable Agreement, the Committee, in its discretion,
may provide for the forfeiture or continuation of any Award for such period
and upon such terms and conditions as are determined by the Committee in the
event that a Participant ceases to be an Employee. In the absence of Committee
action or contrary provisions in an Agreement, the following rules shall apply:
(a) with respect to Stock Options, in the event of
Retirement, the Stock Options shall continue to vest according to the original
schedule, but no Stock Options may be exercised after the expiration of the
earlier of the remaining term of such Stock Options or 36 months (12 months in
the case of Incentive Stock Options) following the date of Retirement; in the
event of permanent and total disability, the Stock Options shall continue to
vest according to the original schedule, but no Stock Options may be exercised
after the expiration of the earlier of the remaining term of such Stock Options
or 12 months following the date of permanent and total disability; in the event
of death, Stock
-7-
<PAGE> 9
Options held at the time of death by the Participant may be exercised by the
estate or beneficiary of such Participant until the expiration of the earlier
of the remaining term of such Stock Options or three years from the date of
death; in the event of the Participant's voluntary separation of employment,
the Stock Options shall terminate and be forfeited as of the date of separation
of employment; in the event of the Participant's involuntary separation of
employment, the Stock Options shall be exercisable until the end of the
period of the Participant's receipt of installments of severance pay, if any,
from the Company; in the event of an involuntary separation of employment
without severance pay or if severance pay is paid in a lump sum, the Stock
Options shall not be exercisable after the date of separation of employment;
(b) with respect to Limited Rights, in the event of
Retirement or permanent and total disability, the Limited Rights shall
continue in effect for six months following separation of employment, and such
Limited Rights may be exercised during such six-month period; in the event of
the Participant's death or voluntary separation of employment, the Limited
Rights shall terminate as of the date of separation of employment; provided
that Limited Rights pursuant to Section 8.1 may be exercised in accordance with
their terms by the holder thereof who separated from employment following a
Change in Control, without respect to the separation of employment of such
holder.
9.2 LEAVE OF ABSENCE. With respect to an Award, the Committee
may, in its sole discretion, determine that any Participant who is on leave of
absence for any reason shall be considered to still be in the employ of the
Company, provided that rights to such Award during a leave of absence shall be
limited to the extent to which such rights were earned or vested when such
leave of absence began.
-8-
<PAGE> 10
ARTICLE X
GRANT OF STOCK OPTIONS
AND LIMITED RIGHTS TO (NONEMPLOYEE) DIRECTORS
10.1 GRANT. On the first Tuesday of each December, commencing
December 3, 1991, each Director shall be granted automatically an Award
consisting of (a) a Nonqualified Stock Option to purchase shares of Common
Stock (as constituted on December 3, 1991) and (b) with respect to such number
of shares of Common Stock, a Limited Right, subject to applicable law. In
respect to any Award under this Section 10.1, the Limited Right component of
the Award shall be exercisable only as set forth in Section 8.1 of this Plan.
The number of shares of Common Stock to be subject to each Nonqualified Stock
Option granted automatically under this Section 10.1 commencing December 3,
1991 and thereafter during the term of this Plan (subject to adjustment as
provided in Section 11.1) shall be determined with reference to the Fair Market
Value of the Common Stock on the day immediately preceding the date of
automatic grant, as follows:
<TABLE>
<CAPTION>
The number of shares
If the Fair Market Value of Common Stock subject
on the day preceding the to the Nonqualified Stock
automatic grant is: Option grant shall be:
------------------------ -------------------------
<S> <C>
Less than $10.00 600
Between $9.99 and $20.00 900
Between $19.99 and $30.00 1,200
Between $29.99 and $40.00 1,500
Between $39.99 and $50.00 1,800
Between $49.99 and $60.00 2,100
Between $59.99 and $70.00 2,400
and, thereafter, in and, thereafter, in
similar increments of $10.00 similar increments of
300 shares
</TABLE>
The foregoing provisions of this Section 10.1 shall not be
amended more than once every six months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act or the rules thereunder.
10.2 TERMINATION. If a Director's service with the Company
terminates by reason of permanent and total disability or retirement from
active service as a director of the Company, any Award held by such Director
may be exercised for a period of three years from the date of such termination
or until the expiration of the Award, whichever is shorter, to the extent to
which the individual would on the date of exercise have been entitled to
exercise the Award if such individual had continued to serve as a
-9-
<PAGE> 11
Director. If a Director's service with the Company terminates by reason of
death or under mutually satisfactory conditions, or if a Director dies within
the three-year period following termination by reason of permanent and total
disability or retirement from active service as a director of the Company or
within the one-year period following termination under mutually satisfactory
conditions, any Award held by such Director may be exercised for a period of
one year from the date of such termination or post-termination death, as the
case may be, or until the expiration of the stated term of the Award, whichever
is shorter, to the extent to which the individual would on the date of exercise
have been entitled to exercise the Award if such individual had continued to
serve as a Director. All applicable provisions of this Plan not inconsistent
with this Article X shall apply to Awards granted to Directors; provided,
however, that the Committee may not exercise discretion under any provision of
this Plan with respect to Awards granted under this Article X to the extent
that such discretion is inconsistent with Rule 16b-3. The maximum number of
shares of Common Stock as to which Nonqualified Stock Options may be granted to
any Director under this Plan shall be 25,000 shares of Common Stock (as
constituted on December 3, 1991).
ARTICLE XI
ADJUSTMENT PROVISIONS
11.1 SHARE ADJUSTMENTS. If the number of outstanding shares of
Common Stock is increased, decreased, or exchanged for a different number or
kind of shares or other securities, or if additional, new, or different shares
or other securities are distributed with respect to such shares of Common Stock
or other securities through merger, consolidation, sale of all or substantially
all of the assets of the Company, reorganization, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, or other
distribution with respect to such shares of Common Stock or other securities,
an appropriate adjustment in order to preserve the benefits or potential
benefits intended to be made available to the Participants may be made, in the
discretion of the Committee, in all or any of the following: (i) the maximum
number and kind of shares provided in Section 3.1; (ii) the number and kind of
shares or other securities subject to then outstanding Awards; and (iii) the
price for each share or other unit of any other securities subject to then
outstanding Awards. The Committee may also make any other adjustments, or
take such action as the Committee, in its discretion, deems appropriate in
order to preserve the benefits or potential benefits intended to be made
available to the Participants. Any fractional share resulting from such
adjustment may be eliminated.
-10-
<PAGE> 12
11.2 CORPORATE CHANGES. Subject to Article XIII, upon (i) the
dissolution or liquidation of the Company; (ii) a reorganization, merger, or
consolidation (other than a merger or consolidation effecting a reincorporation
of the Company in another state or any other merger or consolidation in which
the shareholders of the surviving corporation and their proportionate interests
therein immediately after the merger or consolidation are substantially
identical to the shareholders of the Company and their proportionate interests
therein immediately prior to the merger or consolidation) of the Company with
one or more corporations, following which the Company is not the surviving
corporation (or survives only as a subsidiary of another corporation in a
transaction in which the shareholders of the parent of the Company and their
proportionate interests therein immediately after the transaction are not
substantially identical to the shareholders of the Company and their
proportionate interests therein immediately prior to the transaction); (iii)
the sale of all or substantially all of the assets of the Company; or (iv) the
occurrence of a Change in Control, subject to the terms of any applicable
Agreement, the Committee serving prior to the date of the applicable event may,
to the extent permitted in Section 3.1 of this Plan, in its discretion and
without obtaining shareholder approval, take any one or more of the following
actions with respect to any Participant:
(a) accelerate the exercise dates of any or all
outstanding Awards;
(b) grant Limited Rights to holders of outstanding Stock
Options;
(c) pay cash to any or all holders of Stock Options in
exchange for the cancellation of their outstanding Stock Options;
(d) grant new Awards to any Participants; or
(e) make any other adjustments or amendments to
outstanding Awards or determine that there shall be substitution of new Awards
by such successor employer corporation or a parent or subsidiary company
thereof, with appropriate adjustments as to the number and kind of shares or
units subject to such awards and prices.
For purposes of this Plan and subject to the last sentence of
this paragraph, a "Change in Control" shall mean a change in control of a
nature that would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A, as in effect on the date hereof, promulgated
under the Exchange Act; provided that, without limitation, a Change in Control
shall be deemed to have occurred if (a) any "Person" (as such term is used
-11-
<PAGE> 13
in Section 13(d) and Section 14(d) of the Exchange Act), except for (i) those
certain trustees under Deeds of Trust dated August 21, 1951 and under the Will
of John E. Barbey, deceased (a "Trust" or the "Trusts"), and (ii) any employee
benefit plan of the Company or any Subsidiary, or any entity holding voting
securities of the Company for or pursuant to the terms of any such plan (a
"Benefit Plan" or the "Benefit Plans"), is or becomes the beneficial owner,
directly or indirectly, of securities of the Company representing 20% or more
of the combined voting power of the Company's then outstanding securities; (b)
there occurs a contested proxy solicitation of the Company's shareholders that
results in the contesting party obtaining the ability to vote securities
representing 30% or more of the combined voting power of the Company's then
outstanding securities; (c) there occurs a sale, exchange, transfer or other
disposition of substantially all of the assets of the Company to another
entity, except to an entity controlled directly or indirectly by the Company,
or a merger, consolidation or other reorganization of the Company in which the
Company is not the surviving entity, or a plan of liquidation or dissolution of
the Company other than pursuant to bankruptcy or insolvency laws is adopted; or
(d) during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board cease for any reason to
constitute at least a majority thereof unless the election, or the nomination
for election by the Company's shareholders, of each new director was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period. Notwithstanding the foregoing, a
"Change in Control" shall not be deemed to have occurred for purposes of this
Plan (i) in the event of a sale, exchange, transfer or other disposition of
substantially all of the assets of the Company to, or a merger, consolidation
or other reorganization involving the Company and, the Participant, alone or
with other Participants, or any entity in which the Participant (alone or with
other Participants) has, directly or indirectly, at least a 5% equity or
ownership interest or (ii) in a transaction otherwise commonly referred to as a
"management leveraged buy-out."
Clause (a) of the preceding paragraph to the contrary
notwithstanding, a Change in Control shall not be deemed to have occurred if a
Person becomes the beneficial owner, directly or indirectly, of securities of
the Company representing 20% or more of the combined voting power of the
Company's then outstanding securities solely as the result of an acquisition by
the Company or any Subsidiary of the Company of voting securities of the
Company which, by reducing the number of shares outstanding, increases the
proportionate number of shares beneficially owned by such Person to 20% or more
of the combined voting power of the Company's then outstanding securities;
provided, however, that if a Person becomes the beneficial owner of 20% or more
of the combined voting power of the Company's then outstanding securities by
reason of share
-12-
<PAGE> 14
purchases by the Company or any Subsidiary and shall, after such share
purchases by the Company or a Subsidiary, become the beneficial owner, directly
or indirectly, of any additional voting securities of the Company, then a
Change in Control of the Company shall be deemed to have occurred with respect
to such Person under clause (a) of the preceding paragraph. The foregoing to
the contrary notwithstanding, in no event shall a Change in Control of the
Company be deemed to occur under the said clause (a) above with respect to the
Trusts or Benefit Plans.
Clauses (a) and (b) of the second preceding paragraph to the
contrary notwithstanding, the Board may, by resolution adopted by at least
two-thirds of the directors who were in office at the date a Change in Control
occurred, declare that a Change in Control described in said clauses (a) or (b)
has become ineffective for purposes of this Plan if all of the following
conditions then exist: (i) the declaration is made prior to the death,
disability or termination of employment of the Participant and within 120 days
of the Change in Control; and (ii) no Person, except for (A) the Trusts, and
(B) the Benefit Plans, either is the beneficial owner, directly or indirectly,
of securities of the Company representing 10% or more of the combined voting
power of the Company's outstanding securities or has the ability or power to
vote securities representing 10% or more of the combined voting power of the
Company's then outstanding securities. If such a declaration shall be properly
made, no actions or adjustments may be taken or made under this Section 11.2 as
a result of such prior but now ineffective Change in Control, but such actions
or adjustments may be taken or made and this Plan shall remain enforceable as a
result of any other Change in Control unless it is similarly declared to be
ineffective.
11.3 BINDING DETERMINATION. Adjustments under Sections 11.1 and
11.2 shall be made by the Committee, and its determination as to what
adjustments shall be made and the extent thereof shall be final, binding, and
conclusive.
ARTICLE XII
GENERAL PROVISIONS
12.1 NO RIGHT TO EMPLOYMENT. Nothing in this Plan or in any
instrument executed pursuant to this Plan shall confer upon any Participant any
right to continue in the employ of the Company or a Subsidiary or affect the
Company's or a Subsidiary's right to terminate the employment of any
Participant at any time with or without cause.
-13-
<PAGE> 15
12.2 SECURITIES REQUIREMENTS. No shares of Common Stock shall be
issued or transferred pursuant to an Award unless all applicable requirements
imposed by federal and state laws, regulatory agencies, and securities
exchanges upon which the Common Stock may be listed have been fully complied
with. As a condition precedent to the issuance of shares pursuant to the grant
or exercise of an Award, the Company may require the Participant to take any
reasonable action to meet such requirements.
12.3 NO RIGHT TO STOCK. No Participant and no beneficiary or other
person claiming under or through such Participant shall have any right, title,
or interest in any shares of Common Stock allocated or reserved under this Plan
or subject to any Award except as to such shares of Common Stock, if any, that
have been issued or transferred to such Participant.
12.4 WITHHOLDING. The Company or a Subsidiary, as appropriate,
shall have the right to deduct from all Awards paid in cash any federal,
state, or local taxes as required by law to be withheld with respect to such
cash payments. In the case of Awards paid in Common Stock, the Participant or
other person receiving such Common Stock may be required to pay to the Company
or a Subsidiary, as appropriate, the amount of any such taxes which the Company
or Subsidiary is required to withhold with respect to such Common Stock. Also,
at the discretion of the Committee and provided such withholding can be
effected without causing the participant to incur liability under Section 16(b)
of the Exchange Act, the Participant may (i) direct the Company or Subsidiary
to withhold from the shares of Common Stock to be issued or transferred to the
Participant the number of shares necessary to satisfy the Company's or
Subsidiary's obligation to withhold taxes, such determination to be based on
the shares' Fair Market Value as of the date on which tax withholding is to be
made, (ii) deliver sufficient shares of Common Stock (based upon the Fair
Market Value at the date of withholding) to satisfy the withholding
obligations, or (iii) deliver sufficient cash to satisfy the withholding
obligations. Participants who elect to use such a stock withholding feature
must make the election at the time and in the manner prescribed by the
Committee.
12.5 NO DISPOSITION. No Award under this Plan may be the subject
of any Disposition (excluding shares of Common Stock with respect to which all
restrictions have lapsed), other than by will or the laws of descent or
distribution or pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the
rules thereunder. Any attempted Disposition in violation of this provision
shall be void and ineffective for all purposes.
-14-
<PAGE> 16
12.6 SEVERABILITY; CONSTRUCTION. If any provision of this Plan is
held to be illegal or invalid for any reason, then the illegality or invalidity
shall not affect the remaining provisions hereof, but such provision shall be
fully severable and this Plan shall be construed and enforced as if the illegal
or invalid provision had never been included herein. Headings and subheadings
are for convenience only and not to be conclusive with respect to construction
of this Plan.
12.7 GOVERNING LAW. All questions arising with respect to the
provisions of this Plan shall be determined by application of the laws of the
Commonwealth of Pennsylvania, except as may be required by applicable federal
law.
12.8 OTHER DEFERRALS. The Committee may permit selected
Participants to elect to defer payment of Awards in accordance with procedures
established by the Committee including, without limitation, procedures intended
to defer taxation on such deferrals until receipt (including procedures
designed to avoid incurrence of liability under Section 16(b) of the Exchange
Act). Any deferred payment, whether elected by the Participant or specified by
an Agreement or by the Committee, may require forfeiture in accordance with
stated events, as determined by the Committee.
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 AMENDMENTS; SUSPENSION; TERMINATION. The Board may at any
time amend, suspend (and if suspended, may reinstate) or terminate this Plan;
provided, however, that after the shareholders have approved this Plan in
accordance with Section 14.1, the Board may not, without approval of the
shareholders of the Company, amend this Plan so as to (a) increase the number
of shares of Common Stock subject to this Plan except as permitted in Article
XI or (b) reduce the exercise price for shares of Common Stock covered by
Stock Options granted hereunder below the applicable price specified in
Article VII of this Plan; and provided further, that the Board may not modify,
impair or cancel any outstanding Award without the consent of the affected
Participant.
ARTICLE XIV
DATE OF PLAN ADOPTION
14.1 DATE OF PLAN ADOPTION. This Plan has been adopted by the
Board on October 15, 1991, subject to shareholder approval. If the requisite
shareholder approval is not obtained, then the Plan shall
-15-
<PAGE> 17
become null and void ab initio and of no further force or effect. This Plan
shall continue in effect with respect to Awards granted before termination of
this Plan and until such Awards have been settled, terminated or forfeited.
-16-
<PAGE> 1
EXHIBIT 5
<PAGE> 2
EXHIBIT 5
April 29, 1994
V.F. Corporation
P.O. Box 1022
Reading, PA 19603
Re: V.F. Corporation's Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8/S-3 (No. 33-55014)
Gentlemen:
We have participated in the preparation of the Post-Effective
Amendment No. 1 to V.F. Corporation's Registration Statement No. 33- 55014 on
Form S-8/S-3 to be filed with the Securities and Exchange Commission by V.F.
Corporation ("VF") for the purpose of registering shares of Common Stock
reserved for issuance upon exercise of stock options granted to employees of
V.F. Corporation pursuant to its 1982 and 1991 Stock Option Plans and the
related Prospectus of V.F. Corporation that registers for resale the shares by
certain Selling Shareholders listed therein. The Post-Effective Amendment also
constitutes Post-Effective Amendment No. 3 to V.F. Corporation's Registration
Statement on Form S- 8/S-3 (Registration No. 2-26566) and Post-Effective
Amendment No. 7 to VF's Registration Statement on Form S-8/S-3 (Registration
No. 2-85579), which relate to shares of Common Stock of VF reserved for
issuance upon exercise of stock options granted to employees of VF pursuant to
VF's 1982 and 1991 Stock Option Plan. As counsel to VF, we have examined such
corporate records, certificates and other documents as we considered to be
relevant and necessary to express the opinion hereinafter set forth.
<PAGE> 3
On the basis of the foregoing and of our consideration of such other
legal and factual matters as we have deemed appropriate, we are of the opinion
that the Common Stock of VF covered by the Registration Statement has been duly
authorized and, when the options granted under the Plan are exercised, will be
legally issued, fully paid and non-assessable, assuming that the applicable
option exercise price (as that term is defined in the Plan) is paid with
respect to each share of Common Stock prior to issuance and full compliance
with the Plan is otherwise made.
This opinion is being delivered to you in compliance with Item
601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission. This
firm consents to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
CLARK, LADNER, FORTENBAUGH & YOUNG
<PAGE> 1
EXHIBIT 23
<PAGE> 2
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts"
and "Item 3 (Form S-8) Incorporation of Documents by Reference" in this
Registration Statement on Form S-8/S-3 relating to the registration of shares
of Common Stock reserved for issuance upon exercise of stock options granted to
employees of VF Corporation pursuant to its 1982 and 1991 Stock Option Plans
and the related Prospectus of VF Corporation relating to the resale of such
shares by certain Selling Shareholders listed therein, and to the incorporation
by reference therein of our report dated February 4, 1994 with respect to the
consolidated financial statements and schedules of VF Corporation incorporated
by reference in its Annual Report on Form 10-K for the fiscal year ended
January 1, 1994 filed with the Securities and Exchange Commission.
ERNST & YOUNG
Reading, Pennsylvania
April 29, 1994
<PAGE> 3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8/S-3 relating to the registration of shares of Common
Stock reserved for issuance upon exercise of stock options granted to employees
of VF Corporation pursuant to its 1982 and 1991 Stock Option Plans and the
related Prospectus of VF Corporation relating to the resale of such shares by
certain Selling Shareholders listed therein of our report dated March 3, 1993,
on the consolidated financial statements of Nutmeg Industries, Inc. for the
fiscal year ended January 30, 1993, included in the Current Report on Form 8-K
as amended on the Form 8-K/A of VF Corporation dated January 19, 1994.
ERNST & YOUNG
Tampa, Florida
April 29, 1994
<PAGE> 1
EXHIBIT 24
<PAGE> 2
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned V.F. Corporation,
a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania ("VF"), and the undersigned directors and officers of VF hereby
constitute and appoint L.M. Tarnoski, G.G. Johnson and R.K. Shearer, and each
of them, severally, its and his true and lawful attorneys and agents at any
time and from time to time to do any and all acts and things and execute in his
name (whether on behalf of VF, or by attesting the seal of VF or otherwise),
any and all instruments and documents which said attorneys and agents, or any
of them, may deem necessary or advisable and may be required to enable VF and
the Plan to comply with the Securities Act of 1933, as amended ("Act"), and any
rules, regulations or requirements of the Securities and Exchange Commission
("Commission") in respect thereof, in connection with the 1991 Stock Option
Plan (the "Plan") and of shares of Common Stock of VF offered pursuant to or in
connection with the Plan, including specifically, but without limiting the
generality of the foregoing, power of attorney to sign the name of VF and affix
the corporate seal and to sign the names of the undersigned directors and
officers to all registration statements, and all amendments and supplements
thereto, on Form S-8/S-3 or on any other appropriate Form, hereafter filed with
the Commission and all instruments or documents filed as a part thereof or in
connection therewith, and each of the undersigned hereby ratifies and confirms
all that said attorneys, agents, or any of them, shall do or cause to be done
by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to these
presents as of the 25th day of November, 1992.
V.F. CORPORATION
Attest: By:/s/L.R. Pugh
-------------------------
L.R. Pugh
Chairman of the Board,
President and Chief
Executive Officer
/s/L.M. Tarnoski
L.M. Tarnoski
Vice President and Secretary
[CORPORATE SEAL]
<PAGE> 3
Principal Executive Officer:
/s/L.R. Pugh
- - - - - - ------------------------------------
L.R. Pugh
Chairman of the Board, President,
Chief Executive Officer and Director
Principal Financial Officer:
/s/G.G. Johnson
- - - - - - ------------------------------------
G.G. Johnson
Vice President - Finance
Principal Accounting Officer: /s/Leon C. Holt, Jr.
------------------------------------
Leon C. Holt, Jr., Director
/s/R.K. Shearer /s/J. Berkley Ingram, Jr.
- - - - - - ------------------------------------ ------------------------------------
R.K. Shearer, Controller J. Berkley Ingram, Jr., Director
/s/Robert D. Buzzell /s/Robert F. Longbine
- - - - - - ------------------------------------ ------------------------------------
Robert D. Buzzell, Director Robert F. Longbine, Director
/s/Edward E. Crutchfield, Jr. /s/William E. Pike
- - - - - - ------------------------------------ ------------------------------------
Edward E. Crutchfield, Jr., Director William E. Pike, Director
/s/Barbara S. Feigin /s/M. Rust Sharp
- - - - - - ------------------------------------ ------------------------------------
Barbara S. Feigin, Director M. Rust Sharp, Director
/s/Roger S. Hillas /s/L. Dudley Walker
- - - - - - ------------------------------------ ------------------------------------
Roger S. Hillas, Director L. Dudley Walker, Director
<PAGE> 4
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of V.F.
Corporation ("VF") hereby constitute and appoint L.M. Tarnoski, G.G. Johnson
and R.K. Shearer, and each of them, severally, his/her true and lawful
attorneys and agents at any time and from time to time to do any and all acts
and things and execute in his/her name any and all instruments and documents
which said attorneys and agents, or any of them, may deem necessary or
advisable and may be required to enable VF to comply with the Securities Act of
1933, as amended ("Act"), and any rules, regulations or requirements of the
Securities and Exchange Commission ("Commission") in respect thereof, in
connection with shares of Common Stock of VF offered pursuant to or in
connection with the 1991 Stock Option Plan ("Plan"), including specifically,
but without limiting the generality of the foregoing, power of attorney to sign
the names of the undersigned directors to all registration statements, and all
amendments and supplements thereto, on Form S-8/S-3 or on any other appropriate
Form, hereafter filed with the Commission and all instruments or documents
filed as a part thereof or in connection therewith, and each of the undersigned
hereby ratifies and confirms all that said attorneys, agents, or any of them,
shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed to these
presents as of the 19th day of April, 1994.
V.F. CORPORATION
/s/ Ursula F. Fairbairn
------------------------------------
Ursula F. Fairbairn, Director
/s/ Mackey J. McDonald
------------------------------------
Mackey J. McDonald, Director
II-26
