<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 6, 1994
-------------
V.F. CORPORATION
--------------------------------------------------
(Exact name of registrant as specified in charter)
Pennsylvania 1-5256 23-1180120
------------ ------ ----------
(State or other (Commission File (IRS Employer
jurisdiction of Number) I.D. No.)
incorporation)
1047 North Park Road, Wyomissing, PA 19610
- -----------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (610) 378-1151
--------------
N/A
- -----------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
With reference to the Registrant's Registration Statement No.
33-47329, which was filed with the Securities and Exchange Commission on April
21, 1992 pursuant to the Securities Act of 1933 (the "1933 Act") and Rule 415
thereunder and which was declared effective on April 28, 1992, the Registrant
entered into an Underwriting Agreement dated April 30, 1992, with Goldman,
Sachs & Co. and Pricing Agreement with Goldman, Sachs & Co. dated April 6, 1994
in regard to the Registrant's proposal to offer, sell and issue the 7.60% Notes
due April 1, 2004 (the "Notes"), in an aggregate principal amount of
$100,000,000. The Notes to be offered, sold and issued pursuant to the
Underwriting and Pricing Agreements constitute the remainder of the debt
securities covered by the aforesaid Registration Statement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
1 Pricing Agreement dated April 6, 1994 among the
Company, J.P. Morgan and Goldman, Sachs & Co.
4.1 Second Supplemental Indenture dated as of April 1,
1994 between the Company and the United States
Trust Company of New York, as Trustee
4.2 Form of 7.60% Notes due April 1, 2004
12.1 Computation of ratio of earnings to fixed
charges for V.F. Corporation.
12.2 Computation of ratio of earnings to fixed charges
and preferred stock dividends for V.F. Corporation
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
V.F. CORPORATION
April 6, 1994
By: /S/ Gerard G. Johnson
---------------------
Gerard G. Johnson
Vice President - Finance and
Chief Financial Officer
<PAGE> 1
Pricing Agreement
Goldman, Sachs & Co.,
J.P. Morgan Securities Inc.
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004.
April 6, 1994
Dear Sirs:
V.F. Corporation, a Pennsylvania corporation (the "Company"),
proposes, subject to the terms and conditions stated herein and in the
Underwriting Agreement, dated April 30, 1992 (the "Underwriting Agreement"), to
issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives
herein and in the provisions of the Underwriting Agreement so incorporated by
reference shall be deemed to refer to you. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined.
The Representatives designated to act on behalf of the Representatives and on
behalf of each of the Underwriters of the Designated Securities pursuant to
Section 12 of the Underwriting Agreement and the address of the Representatives
referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to
the Prospectus, as the case may be, relating
-1-
<PAGE> 2
to the Designated Securities, in the form heretofore delivered to you is now
proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in
the Underwriting Agreement incorporated herein by reference, the Company agrees
to issue and sell to each of the Underwriters, and each of the Underwriters
agrees, severally and not jointly, to purchase from the Company, at the time
and place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Designated Securities set forth opposite the
name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding,
please sign and return to us five counterparts hereof, and upon acceptance
hereof by you, on behalf of each of the Underwriters, this letter and such
acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between
each of the Underwriters and the Company. It is understood that your
acceptance of this letter on behalf of each of the Underwriters is or will be
pursuant to the authority set forth in a form of Agreement among Underwriters,
the form of which shall be submitted to the Company for examination, upon
request, but without warranty on the part of the Representatives as to the
authority of the signers thereof.
Very truly yours,
V.F. CORPORATION
By:
----------------------
Name:
Title:
Accepted as of the date hereof:
- ----------------------------------------
(Goldman, Sachs & Co.)
On behalf of themselves and J.P. Morgan Securities Inc.
-2-
<PAGE> 3
SCHEDULE I
<TABLE>
<CAPTION>
Principal
Amount of
Designated
Securities to
Underwriter be Purchased
----------- -------------
<S> <C>
Goldman, Sachs & Co. . . . . . . . . . . . . . . . $ 50,000,000
J.P. Morgan Securities Inc . . . . . . . . . . . . . 50,000,000
-----------
Total . . . . . . . . . $100,000,000
</TABLE>
-3-
<PAGE> 4
SCHEDULE II
Title of Designated Securities:
7.60% Notes due April 1, 2004
Aggregate principal amount:
$100,000,000
Price to Public:
99.857% of the principal amount of the Designated Securities, plus
accrued interest from April 1, 1994.
Purchase Price by Underwriters:
99.207% of the principal amount of the Designated Securities, plus
accrued interest from April 1, 1994.
Manner of payment and Specified Funds of purchase price:
Wire transfer of immediately available funds.
Indenture:
Indenture, dated as of January 1, 1987, between the Company and Morgan
Guaranty Trust Company of New York, as Trustee, as supplemented by a
First Supplemental Indenture, dated as of September 1, 1989, among the
Company, Morgan Guaranty Trust Company of New York, as retiring
Trustee, and United States Trust Company of New York, as successor
Trustee.
Maturity:
April 1, 2004
Interest Rate:
7.60% per annum payable semi-annually
-4-
<PAGE> 5
Interest Payment Dates:
April 1 and October 1,
commencing October 1, 1994
Redemption Provisions:
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, at any time as a
whole, or from time to time in part, on not less than 30 nor more than 60 days
notice, at 100% of the principal amount thereof, in each case plus accrued and
unpaid interest (if any) to the date of redemption.
Sinking Fund Provisions:
No sinking fund provisions.
Defeasance Provisions:
Sections 1302 and 1303 of the Indenture shall apply to the Notes.
Time of Delivery:
9:30 a.m., April 13, 1994
Closing Location:
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Names and addresses of Representatives:
Designated Representatives:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
-5-
<PAGE> 6
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Other Terms:
N/A
-6-
<PAGE> 1
================================================================================
V.F. CORPORATION
UNITED STATES TRUST COMPANY
OF NEW YORK
as Trustee
-----------------
Second Supplemental Indenture
Dated as of April 1, 1994
To the Indenture
Dated as of January 1, 1987
================================================================================
<PAGE> 2
SECOND SUPPLEMENTAL INDENTURE, dated as of April 1, 1994, between V.F.
CORPORATION, a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (the "Company"), having its principal offices at
1047 North Park Road, Wyomissing, Pennsylvania 19610, and UNITED STATES TRUST
COMPANY OF NEW YORK, a banking corporation duly organized and existing under
the laws of the State of New York, as Trustee (the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to MORGAN
GUARANTY TRUST COMPANY OF NEW YORK (the "Retired Trustee") an Indenture, dated
as of January 1, 1987 between the Company and the Retired Trustee, as
supplemented by the First Supplemental Indenture, dated as of September 1,
1989, among the Company, the Retired Trustee and the Trustee (collectively, the
"Indenture"), providing for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (herein and therein
called the "Securities"), to be issued in one or more series as in the
Indenture provided;
WHEREAS, Sections 901(5) and 901(9) of the Indenture provide, among
other things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture (a) for the purpose of changing or eliminating
any provision of the Indenture, provided that such change or elimination shall
not be effective as to any Security Outstanding of any series created prior to
the execution of such supplemental indenture which is entitled to the benefit
of such provision, and (b) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision herein, or
to make any other provisions with respect to matters or questions arising under
this Indenture; provided such action shall not adversely affect the interests
of the Holders of Securities of any series in any material respect;
WHEREAS, the Company pursuant to the foregoing authority, proposes in
and by this Second Supplemental Indenture to amend the Indenture in certain
respects with respect to the Securities of any series created on or after the
date hereof; and
WHEREAS, all things necessary to make this Second Supplemental
Indenture a valid agreement of the Company, in accordance with its terms, have
been done.
<PAGE> 3
AGREEMENT
NOW, THEREFORE, the Company and the Trustee hereby agree as follows:
1. The definition of "Depositary" is hereby added to Section 101 of
the Indenture to read in its entirety as follows:
"'Depositary' means, with respect to the Securities
of any series issuable or issued in whole or in part in the
form of one or more permanent global Securities, the person
designated as Depositary by the Company pursuant to Section
301, which must be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, and if at any
time there is more than one such Person, 'Depositary' as used
with respect to the Securities of any such series shall mean
the Depositary with respect to the Securities of that series."
2. A new Section 205 is hereby inserted into the Indenture to
read in its entirety as follows:
"SECTION 205. Securities in Permanent Global Form.
If the Company shall establish pursuant to Section 301 that
the Securities of a series are to be issued in whole or in part in
permanent global form, then notwithstanding Section 301(8) and the
provisions of Section 302, any such Security shall represent such of
the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount
of Outstanding Securities from time to time endorsed thereon and that
the aggregate amount of Outstanding Securities represented thereby may
from time to time be reduced to reflect exchanges. Any endorsement of
a Security in permanent global form to reflect the amount, or any
increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee or the Security
Registrar in such manner and upon instructions given by such Person or
Persons as shall be specified in such Security in permanent global
form or in the Company Order to be delivered to the Trustee pursuant
to Section 303 or Section 304. Subject to the provisions of Section
303 and, if applicable, Section 304, the Trustee or the Security
Registrar shall deliver and redeliver any Security in
-3-
<PAGE> 4
permanent global form in the manner and upon instructions given by the
Person or Persons specified in such Security or in the applicable
Company Order. If a Company Order pursuant to Section 303 or 304 has
been, or simultaneously is, delivered, any instructions by the Company
with respect to endorsement or delivery or redelivery of a global
Security shall be in writing but need not comply with Section 102 and
need not be accompanied by an Officer's Certificate or an Opinion of
Counsel, provided that the permanent global Security to be endorsed,
delivered or redelivered has previously been covered by an Opinion of
Counsel.
The provisions of the last sentence of Section 303 shall only
apply to any Security represented by a Security in permanent
global form if such Security was never issued and sold by the Company
and the Company delivers to the Trustee or the Security Registrar the
Security in permanent global form together with written instructions
(which need not comply with Section 102 and need not be accompanied by
an Officer's Certificate or an Opinion of Counsel) with regard to the
reduction in the principal amount of Securities represented thereby,
together with the written statement contemplated by the last sentence
of Section 303.
Except as provided in the Indenture and in any permanent
global Security, owners of beneficial interests in any permanent
global Security will not be entitled to have Securities registered in
their names, will not receive or be entitled to physical delivery of
Securities in definitive registered form and will not be considered
the Holders thereof for any purpose under the Indenture. None of the
Company, the Trustee, any Paying Agent nor the Securities Registrar
shall have any responsibility or liability for any aspect of records
relating to or payments made on account of beneficial ownership
interests in any permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial
ownership interests."
3. Section 301 of the Indenture is hereby amended by:
(i) deleting paragraph two thereof and adding the
following paragraph in lieu thereof:
"The Securities may be issued in one or more series.
There shall be established in or pursuant to a Board
Resolution and, subject to Section 303,
-4-
<PAGE> 5
set forth, or determined in the manner provided, in an
Officer's Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of
Securities of any series,";
(ii ) adding the following to the end of the
parenthetical phrase in clause (2):
"and except for any Securities which, pursuant to Section 303
of the Indenture, shall have not been issued and sold by the
Company and are therefore deemed never to have been
authenticated and delivered hereunder";
(iii) adding the following to the beginning of clause
(4):
"the Person to whom any interest on any Security of the series
shall be payable if other than as set forth in Section 307,";
(iv) renumbering clauses (11) through (13) as clauses
(12) through (14);
(v) adding the following as clause (11):
"(11) whether the Securities of the series are to be
issuable in whole or in part in permanent global form, without
coupons, and, if so, (i) the circumstances under which
beneficial owners of interests in such permanent global
Security or Securities may exchange such interests for
Securities of such series and of like interest rate and
maturity and principal amount in definitive registered form
and authorized denominations, if other than as set forth in
Section 305, and (ii) the Depositary with respect to any such
permanent global Security or Securities;" and
(vi) deleting the penultimate paragraph thereof and
adding the following paragraph in lieu thereof:
"All Securities of any one series shall be
substantially identical except as to denomination and except
as may otherwise be provided in or pursuant to the Board
Resolution referred to above and (subject to Section 303) set
forth in the Officer's Certificate referred to above or in any
such indenture supplemental hereto."
-5-
<PAGE> 6
4. Section 302 of the Indenture is hereby amended to read in
its entirety as follows:
"The Securities of each series shall be issuable in registered
form without coupons and, except for any Security issuable in
permanent global form, in such denominations as shall be specified in
accordance with Section 301. In the absence of such provisions with
respect to the Securities of any series, the Securities of such
series, other than a Security issuable in permanent global form, shall
be issuable in denominations of $1,000 and any integral multiple
thereof."
5. Section 303 of the Indenture is hereby amended by:
(i) adding the following paragraph immediately before
the penultimate paragraph:
"Notwithstanding the provisions of Section 301 and of
the preceding paragraph, if all Securities of a series are not
to be originally issued at one time, it shall not be necessary
to deliver the Officer's Certificate otherwise required
pursuant to Section 301 or the Company Order and Opinion of
Counsel otherwise required pursuant to such preceding
paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or
prior to the time of authentication upon original issuance of
the first Security of such series to be issued"; and
(ii) adding the following at the end of the last
paragraph:
"Notwithstanding the foregoing and subject, in the
case of a Security in permanent global form, to Section 205,
if any Security shall have been authenticated and delivered
hereunder but never issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a
written statement (which need not comply with Section 102 and
need not be accompanied by an Opinion of Counsel) directing
such cancellation and stating that such Security has never
been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been
authenticated and
-6-
<PAGE> 7
delivered hereunder and shall never be entitled to the
benefits of this Indenture."
6. Section 305 of the Indenture is hereby amended by adding
the following paragraph to the end thereof:
"Notwithstanding the foregoing, except as otherwise
specified as contemplated by Section 301, any permanent global
Security shall be exchangeable pursuant to this Section only
as provided in this paragraph. The beneficial owners of
interests in a permanent global Security are entitled to the
exchange of such interests for Securities of such series and
of like interest rate and maturity and principal amount in
definitive registered form and authorized denomination, as
specified by Section 301, if (a) the Depositary notifies the
Company that it is unwilling or unable to continue as
Depositary for such permanent global Security or if at any
time the Depositary ceases to be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, (b) if
the Company in its sole discretion determines that such
permanent global Security shall be exchangeable for definitive
registered Securities and executes and delivers to the
Security Registrar a Company Order providing that such
permanent global Security shall be so exchangeable, or (c) any
event shall have occurred and be continuing which, after
notice or lapse of time, or both, would become an Event of
Default with respect to the securities of the series of which
such permanent global Security is a part. Without unnecessary
delay but in any event not later than the earliest date on
which such interests may be so exchanged, the Company shall
deliver to the Trustee or the Security Registrar definitive
registered Securities, executed by the Company, of that series
in aggregate principal amount equal to the principal amount of
such permanent global Security to be exchanged. On or after
the earliest date on which such interests may be so exchanged,
in accordance with instructions given by the Company to the
Trustee, the Security Registrar and the Depositary (which
instructions shall be in writing but need not comply with
Section 102 or be accompanied by an Opinion of Counsel), such
permanent global Security shall be surrendered from time to
time by the Depositary or such other depositary as shall be
specified in the Company Order with respect
-7-
<PAGE> 8
thereto to the Trustee, as the Company's agent for such
purpose, or to the Security Registrar, to be exchanged, in
whole or in part, for definitive Securities of the same
series, without charge, and the Trustee shall authenticate and
deliver in accordance with such instructions, in exchange for
each portion of such permanent global Security, a like
aggregate principal amount of definitive registered Securities
of the same series of authorized denominations and of like
tenor as the portion of such permanent global Security to be
exchanged; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days
before any selection of Securities of that series for
redemption and ending on the relevant Redemption Date. If a
Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record
Date and before the opening of business at such office or
agency on the relevant Interest Payment Date or (ii) any
Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of
interest or Defaulted Interest, as the case may be, such
interest or defaulted interest will not be payable on such
Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Security issued in exchange,
but will be payable on such Interest Payment Date or proposed
date for payment, as the case may be, only to the Person to
whom interest or defaulted interest in respect of such
permanent global Security is payable in accordance with the
provisions of this Indenture.
7. Section 307 of the Indenture is hereby amended by adding
the following at the beginning thereof and by lower casing the letter
"I" immediately thereafter.
"Unless otherwise provided as contemplated by Section
301 with respect to any series of Securities,".
8. Section 309 of the Indenture is hereby amended by deleting
the second sentence thereof and adding the following sentence in lieu
thereof:
"The Company may at any time deliver to the Trustee
for cancellation any Securities previously authenticated
and delivered hereunder which the Company
-8-
<PAGE> 9
may have acquired in any manner whatsoever and may
deliver to the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly
cancelled by the Trustee."
9. Section 1107 of the Indenture is hereby amended by adding
the following sentence at the end thereof:
"If a Security in permanent global form is so surrendered, the
Company shall execute, and the Trustee shall authenticate and
deliver to the Depositary for such Security in permanent
global form, without service charge, a new Security in
permanent global form, in a denomination equal to and in
exchange for the unredeemed portion of the principal of the
Security in permanent global form so surrendered."
10. All provisions of this Second Supplemental Indenture shall
be deemed to be incorporated in, and made a part of, the Indenture;
and the Indenture, as supplemented by this Second Supplemental
Indenture, shall be read, taken and construed as one and the same
instrument.
11. The Trustee accepts the trusts created by the Indenture,
as supplemented by this Second Supplemental Indenture, and agrees to
perform the same upon the terms and conditions in the Indenture, as
supplemented by this Second Supplemental Indenture.
12. The recitals contained in the Indenture and the
Securities, except the Trustee's certificate of authentication, shall
be taken as statements of the Company, and the Trustee assumes no
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of the Indenture or
the Securities.
13. All capitalized terms used and not defined herein shall
have the respective meanings assigned to them in the
Indenture.
14. This Second Supplemental Indenture may be executed in
any number of counterparts, each of which when so executed shall be
deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.
-9-
<PAGE> 10
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed, and their respective seals to be
hereunto affixed and attested, all as of the date first above written.
V.F. CORPORATION
By:
-------------------------------
Title:
[CORPORATE SEAL]
Attest:
- --------------------------
Title:
UNITED STATES TRUST COMPANY
OF NEW YORK
By:
-------------------------------
Title:
[CORPORATE SEAL]
Attest:
- ---------------------------
Title:
-10-
<PAGE> 11
COMMONWEALTH OF PENNSYLVANIA)
) ss:
COUNTY OF BERKS )
On the --- day of April, 1994, before me personally came -------------,
to me known, who, being duly sworn, did dispose and say that he is -------- of
V.F. Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
------------------------
COMMONWEALTH OF PENNSYLVANIA)
) ss:
COUNTY OF BERKS )
On the --- day of April, 1994, before me personally came -------------,
to me known, who, being duly sworn, did dispose and say that he is -------- of
V.F. Corporation, one of the corporations described in and which executed the
foregoing instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation, and that he signed his
name thereto by like authority.
------------------------
-11-
<PAGE> 12
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK)
On the --- day of April, 1994, before me personally came ------------,
me known, who, being by me duly sworn, did dispose and say that he is a
- ------------ of United States Trust Company of New York, one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.
------------------------
-12-
<PAGE> 1
Unless this certificate is presented by an authorized representative
of The Depository Trust Company, 55 Water Street, New York, New York (the "U.S.
Depositary"), to V.F. Corporation or its agent for registration of transfer,
exchange or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized
representative of The Depository Trust Company (and any payment is made to Cede
& Co. or to such other entity as is requested by an authorized representative
of the U.S. Depositary), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
No. R-1 $100,000,000
CUSIP # 918204 AH 1
V.F. CORPORATION
7.60% Notes due April 1, 2004
V.F. Corporation, a corporation duly organized and existing under the
laws of Pennsylvania (herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co., or registered assigns, the
principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) on April 1, 2004,
and to pay interest thereon from April 1, 1994 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for,
semi-annually on April 1 and October 1 in each year, commencing October 1,
1994, at the rate of 7.60% per annum, until the principal hereof is paid or
made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this permanent global Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the March 15 or
September 15 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Dates. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name
this permanent global Security (or one or more Predecessor Securities) is
registered at the
<PAGE> 2
close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this permanent global Security not less than 10 days
prior to such Special Record Date, or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Securities of the series evidenced by this permanent global Security
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. As used herein, the term "Depositary"
shall mean the Depositary designated as such by the Company under the Indenture
described herein.
This permanent global Security is one of a duly authorized issue of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture dated as of January 1, 1987, as
supplemented by a First Supplemental Indenture dated as of September 1, 1989
(the "First Supplemental Indenture"), 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", which term includes any
successor trustee under the Indenture), and by a Second Supplemental Indenture
dated as of April 1, 1994 (the "Second Supplemental Indenture") between the
Company and the Trustee to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This permanent
global Security is one of the series designated as the Company's 7.60% Notes
due April 1, 2004, limited in aggregate principal amount to $100,000,000.
This permanent global Security is exchangeable in whole or from time
to time in part for Securities of this series in definitive registered form
only as provided herein and in the Indenture. If (i) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for this
permanent global Security 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 sole discretion determines that this permanent
global Security shall be exchangeable for Securities of this series in
definitive registered form and executes and delivers to the Security Registrar
a Company Order providing that this permanent global Security shall be so
exchangeable, or (iii) any event shall have occurred and be continuing which,
after notice or lapse of
-2-
<PAGE> 3
time, or both, would become an Event of Default with respect to the Securities
of the series of which this permanent global Security is a part, this permanent
global Security shall be exchangeable for Securities of this series in
definitive registered form, provided that the definitive Securities so issued
in exchange for this permanent global Security shall be in denominations of
$1,000 and any integral multiples, without coupons, and be of like aggregate
principal amount and tenor as the portion of this permanent global Security to
be exchanged, and provided further that, unless the Company agrees otherwise,
Securities of this series in definitive registered form will be issued in
exchange for this permanent global Security, or any portion hereof, only if
such Securities in definitive registered form were requested by written notice
to the Trustee or the Security Registrar by or on behalf of a Person who is
beneficial owner of an interest hereof given through the Holder hereof. Except
as provided above, owners of beneficial interests in this permanent global
Security will not be entitled to have Securities registered in their names,
will not receive or be entitled to physical delivery of Securities in
definitive registered form and will not be considered the Holders thereof for
any purpose under the Indenture. Neither the Company, the Trustee, any Paying
Agent nor the Securities Registrar shall have any responsibility or liability
for any aspect of records relating to or payments made on account of beneficial
ownership interests in this permanent global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Any exchange of this permanent global Security or portion hereof for
one or more Securities of this series in definitive registered form will be
made at the New York office of the Trustee or the Security Registrar, upon
request by or on behalf of the Person who is the beneficial owner of an
interest herein given through the Holder hereof and in accordance with
instructions given by the Company to the Trustee, the Security Registrar and
the Depositary. Upon exchange of any portion of this permanent global Security
for one or more Securities of this series in definitive registered form, the
Trustee or the Security Registrar, as the case may be, shall cancel this
permanent global Security and issue a new permanent global Security or
Securities of this Series and of like tenor for the remaining principal amount.
Except as otherwise provided herein or in the Indenture, until exchanged in
full for one or more Securities of this series in definitive registered form,
this permanent global Security shall in all respects be subject to and entitled
to the same benefits and conditions
-3-
<PAGE> 4
under the Indenture as a duly authenticated and delivered Security of this
series in definitive registered form.
Payment of the principal of (and premium, if any) and interest on this
permanent global Security due at maturity will be made by wire transfer in
immediately available funds to such account as may have been designated to the
Paying Agent upon surrender of this Security at the Corporate Trust Office of
the Paying Agent in the Borough of Manhattan, The City of New York, provided
that this permanent global Security is presented to the Paying Agent in time
for the Paying Agent to make such payment in accordance with its normal
procedures. Payments of interest (other than interest payable at maturity)
will be made by check mailed to the address of the Person entitled thereto as
it appears in the Security Register, or by wire transfer in immediately
available funds to such account as may have been designated to the Paying
Agent.
The Securities of this series are subject to redemption upon not less
than 30 days notice by mail at any time on or after April 1, 2001, as a whole
or in part, at the election of the Company, at a Redemption Price equal to 100%
of the principal amount, together with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to the
Redemption Date will be payable to the Holders of such Securities, or one or
more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof all as provided in the Indenture.
In the event of redemption of this permanent global Security in part
only, a new permanent global Security or Securities of this series for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series
(including this permanent global Security) may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series to be affected. The Indenture also
contains
-4-
<PAGE> 5
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this permanent global Security shall be conclusive and binding upon such Holder
and upon all future Holders of this permanent global Security and of any
Security or Securities issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this permanent global Security.
No reference herein to the Indenture and no provision of this
permanent global Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this permanent global
Security at the times, places and rate, and in the coin or currency, herein
prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this permanent global Security is
registrable in the Security Register, upon surrender of this permanent global
Security for registration of transfer at the office or agency of the Company in
any place where the principal of (and premium, if any) and interest on this
permanent global Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
No service charge shall be made for any such registration of transfer
or exchange of Securities as provided above, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the person in whose name this permanent global Security is registered
as the owner hereof for all purposes, whether or not this permanent global
Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to
-5-
<PAGE> 6
the contrary (including, without limitation, notice of any beneficial interests
herein).
Prior to due presentment of this permanent global Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name this permanent global
Security is registered as the owner hereof for all purposes, whether or not
this permanent global Security is overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary (including,
without limitation, notice of any beneficial interests herein).
The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Security and (b) certain restrictive covenants,
in each case upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.
All terms used in this permanent global Security which are defined in
the Indenture and not herein otherwise defined shall have the meanings assigned
to them in the Indenture.
Unless the certificate of authentication hereon has been executed by
the Trustee or by its Authenticating Agent by manual signature, this permanent
global Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
-6-
<PAGE> 7
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: April 13, 1994 V.F. CORPORATION
By:
------------------------------------
Attest:
------------------------
[SEAL]
-7-
<PAGE> 8
CERTIFICATE OF AUTHENTICATION
This is one of the permanent global Securities of the series designated therein
referred to in the within-mentioned Indenture.
UNITED STATES TRUST COMPANY OF NEW YORK, As Trustee
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as
Authenticating Agent
--------------------------------------------
Authorized officer
-8-
<PAGE> 9
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------
- ------------------------------------------------------------
- ------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE)
- ------------------------------------------------------------
the within permanent global Security and all rights thereunder, and hereby does
irrevocably appoint ------------------------------------ attorney to transfer
said permanent global Security on the books of the Company, with full power of
substitution in the premises.
Dated:
-----------------------
NOTICE: The signature to this assignment must correspond with
the name as written upon the face of the within permanent global
Security in every particular without alteration or enlargement or any
change whatsoever or any change whatsoever and must be guaranteed by a
commercial bank or trust company having its principal office or
correspondent in The City of New York or by a member of the New York
Stock Exchange.
-9-
<PAGE> 1
EXHIBIT 12.1
VF CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO
FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended
---------------------------------------------------------------------------------------
January 1 January 2 January 4 December 29 December 30
1994 1993 1992 1990 1989
--------------- ----------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Income from continuing operations
before provision for income
taxes per consolidated
statements of income $399,987 $375,773 $263,197 $143,084 $283,745
Add
Interest on indebtedness 72,671 71,068 68,587 75,843 46,185
Amortization of debt expense
and premium 493 589 583 526 143
Portion of rents representative
of the interest factor 15,600 10,100 8,200 6,800 6,500
------ ------ ----- ----- -----
Income as adjusted $488,751 $457,530 $340,567 $226,253 $336,573
======== ======== ======== ======== ========
Fixed charges
Interest on indebtedness $72,671 $71,068 $68,587 $75,843 $46,185
Amortization of debt expense
and premium 493 589 583 526 143
Capitalized interest 1,022 1,439 466 145 2,087
Portion of rents representative
of the interest factor 15,600 10,100 8,200 6,800 6,500
------ ------ ----- ----- -----
Fixed charges $89,786 $83,196 $77,836 $83,314 $54,915
======= ======= ======= ======= =======
Ratio of earnings to fixed
charges 5.4 5.5 4.4 2.7 6.1
=== === === === ===
</TABLE>
Note: For purposes of this ratio, earnings consist of income before
income taxes plus fixed charges. Fixed charges consist of
interest expense, capitalized interest and one-third of rental
expense, which approximates the interest factor of such rental
expense.
<PAGE> 1
EXHIBIT 12.2
VF CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
Year Ended
--------------------------------------------------------------------------------------
January 1 January 2 January 4 December 29 December 30
1994 1993 1992 1990 1989
-------------- ---------------- --------------- ----------------- ----------------
<S> <C> <C> <C> <C> <C>
Income from continuing operations
before provision for income
taxes per consolidated
statements of income $399,987 $375,773 $263,197 $143,084 $283,745
Add
Interest on indebtedness 72,671 71,068 68,587 75,843 46,185
Amortization of debt expense
and premium 493 589 583 526 143
Portion of rents representative
of the interest factor 15,600 10,100 8,200 6,800 6,500
------ ------ ----- ----- -----
Income as adjusted $488,751 $457,530 $340,567 $226,253 $336,573
======== ======== ======== ======== ========
Fixed charges
Interest on indebtedness $72,671 $71,068 $68,587 $75,843 $46,185
Amortization of debt expense
and premium 493 589 583 526 143
Capitalized Interest 1,022 1,439 466 145 2,087
Portion of rents representative
of the interest factor 15,600 10,100 8,200 6,800 6,500
------ ------ ----- ----- -----
Fixed charges 89,786 83,196 77,836 83,314 54,915
Preferred stock dividends 4,291 4,335 4,366 4,130 --
------ ------ ----- ----- -----
Fixed charges and preferred
stock dividends $94,077 $87,531 $82,202 $87,444 $54,915
======= ======= ======= ======= =======
Ratio of earnings to fixed
charges and preferred stock
dividends 5.2 5.2 4.1 2.6 6.1
=== === === === ===
</TABLE>
Note: For purposes of this ratio, earnings consist of income before
income taxes plus fixed charges. Fixed charges consist of
interest expense, capitalized interest and one-third of rental
expense, which approximates the interest factor of such rental
expense. Preferred stock dividends relate to the outstanding
Series B Preferred Stock held by the Employee Stock Ownership
Plan.
