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As filed with the Securities and Exchange Commission on July 23, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
V.F. CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1180120
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation or Organization)
628 GREEN VALLEY ROAD
GREENSBORO, NORTH CAROLINA 27408
(Address of Registrant's Principal Executive Offices)
VF CORPORATION TAX-ADVANTAGED
SAVINGS PLAN FOR SALARIED EMPLOYEES
(Full Title of the Plan)
CANDACE S. CUMMINGS, ESQ.
VICE PRESIDENT - ADMINISTRATION, GENERAL COUNSEL AND SECRETARY
V.F. CORPORATION
P.O. BOX 21488
GREENSBORO, NORTH CAROLINA 27420
(Name and address of agent for service)
(336) 547-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF SHARES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 300,000 $48.1875 $14,456,250 $4,265
(no par value; stated capital
$1.00 per share)
</TABLE>
(1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of: (a)
interests to be offered or sold pursuant to the employee benefit plan
described herein, and (b) additional shares which may be necessary to
adjust the number of shares reserved for issuance pursuant to the
Tax-Advantaged Savings Plan for Salaried Employees for any future stock
split, stock dividend or similar adjustment of the outstanding Common Stock
of the registrant.
(2) Estimated pursuant to Rule 457 (c) solely for the purpose of calculating
the registration fee.
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Pursuant to General Instruction E of Form S-8, this Registration
Statement is being filed in order to register additional shares of Common Stock,
no par value, stated capital $1.00 per share, of V.F. Corporation (the
"Company"), with respect to two currently effective Registration Statements on
Form S-8 of the Company relating to the Company's Tax-Advantaged Savings Plan
For Salaried Employees.
The contents of the Registration Statements on Form S-8 as filed on March
20, 1990, Registration No. 33-33621, as amended, and on August 29, 1985,
Registration No. 2-99945, as amended, are incorporated by reference into this
Registration Statement.
ITEM 8. EXHIBITS.
Exhibit No. Description
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
- ------------------------
In accordance with Item 8 of Form S-8, this registration statement does not
include Exhibit 5 -- Opinion regarding Legality, as:
1. The Company undertakes to submit the Plan and any amendment thereto to
the Internal Revenue Service in a timely manner and will make all changes
required by the Internal Revenue Service in order to qualify the Plan under
Section 401(a) and 401(k) of the Internal Revenue Code.
2. The Plan provides that shares of the Company's Common Stock issued under
the Plan will be purchased by the Trustee of the Plan on the open market. The
Plan does not provide for such shares to be issued by the Company out of its
authorized and unissued shares of the Common Stock.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in Greensboro, North Carolina on the 21st day of July, 1998.
V.F. CORPORATION
By: /s/ Mackey J. McDonald
-------------------------
Mackey J. McDonald
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
/s/ Mackey J. McDonald President and July 21, 1998
----------------------- Chief Executive Officer
Mackey J. McDonald
/s/ Robert K. Shearer Vice President - Finance, July 21, 1998
----------------------- Chief Financial Officer and
Robert K. Shearer Chief Accounting Officer
DIRECTORS
Robert D. Buzzell* George Fellows* Lawrence R. Pugh*
Edward E. Crutchfield* Robert J. Hurst* M. Rust Sharp*
Ursula F. Fairbairn* Mackey J. McDonald* L. Dudley Walker*
Barbara S. Feigin* William E. Pike*
* By:/s/ Candace S. Cummings
------------------------
Candace S. Cummings,
Attorney-In-Fact
Date: July 21, 1998
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Greensboro, North Carolina, on the
21st day of July, 1998.
VF CORPORATION TAX-
ADVANTAGED SAVINGS PLAN FOR
SALARIED EMPLOYEES
By: V.F. CORPORATION, Plan
Administrator
By:/s/ Mackey J. McDonald
-------------------------
Mackey J. McDonald
President and
Chief Executive Officer
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EXHIBIT INDEX
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 5, 1998, on our audits of the
consolidated financial statements of VF Corporation as of January 3, 1998 and
January 4, 1997, and for each of the three fiscal years in the period ended
January 3, 1998, appearing on page 33 of the 1997 Annual Report to Shareholders,
which is incorporated by reference in the 1997 VF Corporation Annual Report on
Form 10-K. We also consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 5, 1998 on our
audits of the consolidated financial statement schedule of VF Corporation as of
January 3, 1998 and January 4, 1997, and for each of the three fiscal years in
the period ended January 3, 1998, which report is included in the VF Corporation
1997 Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 21, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 20, 1998 on our audits of the
financial statements of the VF Corporation Tax-Advantaged Savings Plan for
Salaried Employees as of December 31, 1997 and December 31, 1996 and for each of
the three years in the period ended December 31, 1997, which report is included
in the Form 11-K, which is filed as Exhibit 99(A) to the VF Corporation 1997
Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
Philadelphia, PA
July 21, 1998
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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 M.J. McDonald and C.S. Cummings, and each of them,
severally, his or 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 or her 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
Tax-Advantaged Savings Plan for Salaried Employees (the "Plan") to comply with
the Securities Act of 1933, as amended, and any rules, regulations or
requirements of the Securities and Exchange Commission ("Commission") in respect
thereof, in connection with the Plan and 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 or 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 21st day of July, 1998.
ATTEST: V.F. CORPORATION
/s/ Candace S. Cummings By: /s/ Mackey J. McDonald
- -------------------------------- ---------------------------------
Candace S. Cummings Mackey J. McDonald
Vice President - Administration, President and Chief
General Counsel and Secretary Executive Officer
Principal Executive Officer: Principal Financial and Accounting Officer:
/s/ Mackey J. McDonald /s/ Robert K. Shearer
- -------------------------------- -------------------------------------
Mackey J. McDonald Robert K. Shearer
President and Chief Vice President - Finance and
Executive Officer Chief Financial Officer
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/s/ Edward E. Crutchfield /s/ Ursula F. Fairbairn
- -------------------------------- -------------------------------------
Edward E. Crutchfield, Director Ursula F. Fairbairn, Director
/s/ Barbara S. Feigin /s/ George Fellows
- -------------------------------- -------------------------------------
Barbara S. Feigin, Director George Fellows, Director
/s/ L. Dudley Walker /s/ Robert J. Hurst
- -------------------------------- -------------------------------------
L. Dudley Walker, Director Robert J. Hurst, Director
/s/ Mackey J. McDonald /s/ William E. Pike
- -------------------------------- -------------------------------------
Mackey J. McDonald, Director William E. Pike, Director
/s/ Lawrence R. Pugh /s/ M. Rust Sharp
- -------------------------------- -------------------------------------
Lawrence R. Pugh, Director M. Rust Sharp, Director
/s/ Robert D. Buzzell
- --------------------------------
Robert D. Buzzell, Director
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