<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JULY 3, 1999
Commission file number: 1-5256
----------------------------
V. F. CORPORATION
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1180120
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NORTH CAROLINA 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. YES X NO
-- --
On July 31, 1999, there were 118,883,706 shares of Common Stock outstanding.
<PAGE> 2
VF CORPORATION
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Consolidated Statements of Income -
Three months and six months ended July 3, 1999 and
July 4, 1998.......................................... 3
Consolidated Balance Sheets - July 3, 1999,
January 2, 1999 and July 4, 1998...................... 4
Consolidated Statements of Cash Flows -
Six months ended July 3, 1999 and
July 4, 1998.......................................... 5
Notes to Consolidated Financial Statements............ 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 9
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K......................... 13
2
<PAGE> 3
VF CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
---------------------------- ----------------------------
JULY 3 JULY 4 JULY 3 JULY 4
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
NET SALES $ 1,364,830 $ 1,350,319 $ 2,723,074 $ 2,676,524
COSTS AND OPERATING EXPENSES
Cost of products sold 902,895 894,363 1,793,669 1,767,343
Marketing, administrative
and general expenses 314,193 298,527 624,737 608,439
Other operating expense 3,032 1,361 6,006 1,760
----------- ----------- ----------- -----------
1,220,120 1,194,251 2,424,412 2,377,542
OPERATING INCOME 144,710 156,068 298,662 298,982
OTHER INCOME (EXPENSE)
Interest income 1,214 1,457 3,227 3,259
Interest expense (18,379) (15,699) (35,044) (30,595)
Miscellaneous, net 1,073 151 904 507
----------- ----------- ----------- -----------
(16,092) (14,091) (30,913) (26,829)
----------- ----------- ----------- -----------
INCOME BEFORE INCOME TAXES 128,618 141,977 267,749 272,153
INCOME TAXES 49,036 55,196 102,601 107,266
----------- ----------- ----------- -----------
NET INCOME $ 79,582 $ 86,781 $ 165,148 $ 164,887
=========== =========== =========== ===========
EARNINGS PER COMMON SHARE
Basic $ 0.65 $ 0.70 $ 1.35 $ 1.33
Diluted 0.64 0.69 1.33 1.31
CASH DIVIDENDS PER COMMON SHARE $ 0.21 $ 0.20 $ 0.42 $ 0.40
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
VF CORPORATION
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 3 JANUARY 2 JULY 4
1999 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash and equivalents $ 83,465 $ 63,208 $ 70,211
Accounts receivable, less allowances:
July 3 - $52,721; Jan 2 - $52,011;
July 4 - $48,179 835,939 705,734 854,915
Inventories:
Finished products 623,667 552,729 525,292
Work in process 220,682 185,929 193,994
Materials and supplies 187,227 215,349 180,741
----------- ----------- -----------
1,031,576 954,007 900,027
Other current assets 149,409 125,203 149,299
----------- ----------- -----------
Total current assets 2,100,389 1,848,152 1,974,452
PROPERTY, PLANT & EQUIPMENT 1,773,145 1,711,131 1,647,119
Less accumulated depreciation 972,438 935,040 896,571
----------- ----------- -----------
800,707 776,091 750,548
INTANGIBLE ASSETS 967,182 951,562 929,460
OTHER ASSETS 318,686 260,861 251,910
----------- ----------- -----------
$ 4,186,964 $ 3,836,666 $ 3,906,370
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 562,040 $ 244,910 $ 419,166
Current portion of long-term debt 833 969 802
Accounts payable 314,597 341,126 327,175
Accrued liabilities 436,960 446,001 471,520
----------- ----------- -----------
Total current liabilities 1,314,430 1,033,006 1,218,663
LONG-TERM DEBT 520,220 521,657 517,682
OTHER LIABILITIES 191,851 181,750 170,991
REDEEMABLE PREFERRED STOCK 52,886 54,344 55,313
DEFERRED CONTRIBUTIONS TO EMPLOYEE
STOCK OWNERSHIP PLAN (17,283) (20,399) (23,291)
----------- ----------- -----------
35,603 33,945 32,022
COMMON SHAREHOLDERS' EQUITY
Common Stock 119,196 119,466 121,528
Additional paid-in capital 829,256 801,511 791,833
Accumulated other comprehensive income (61,039) (25,639) (39,522)
Retained earnings 1,237,447 1,170,970 1,093,173
----------- ----------- -----------
Total common shareholders' equity 2,124,860 2,066,308 1,967,012
----------- ----------- -----------
$ 4,186,964 $ 3,836,666 $ 3,906,370
=========== =========== ===========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
VF CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
------------------------
JULY 3 JULY 4
1999 1998
--------- ---------
<S> <C> <C>
OPERATIONS
Net income $ 165,148 $ 164,887
Adjustments to reconcile net income to
cash provided by operations:
Depreciation 65,931 65,198
Amortization of intangible assets 16,681 16,115
Other, net (25,110) (4,566)
Changes in current assets and liabilities:
Accounts receivable (118,672) (210,526)
Inventories (19,679) (25,770)
Accounts payable (36,657) (14,252)
Other, net (43,374) (35,792)
--------- ---------
Cash provided (used) by operations 4,268 (44,706)
INVESTMENTS
Capital expenditures (90,051) (105,503)
Business acquisitions (117,133) (235,303)
Other, net (6,622) 18,480
--------- ---------
Cash invested (213,806) (322,326)
FINANCING
Increase in short-term borrowings 303,885 382,667
Proceeds from long-term debt 0 1,000
Payment of long-term debt (1,085) (532)
Purchase of Common Stock (45,571) (58,580)
Cash dividends paid (52,052) (50,481)
Proceeds from issuance of stock 23,479 38,361
Other, net 1,139 714
--------- ---------
Cash provided by financing 229,795 313,149
--------- ---------
NET CHANGE IN CASH AND EQUIVALENTS 20,257 (53,883)
CASH AND EQUIVALENTS - BEGINNING OF YEAR 63,208 124,094
--------- ---------
CASH AND EQUIVALENTS - END OF PERIOD $ 83,465 $ 70,211
========= =========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
VF CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and notes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six months ended July
3, 1999 are not necessarily indicative of results that may be expected for the
year ending January 1, 2000. For further information, refer to the consolidated
financial statements and notes included in the Company's Annual Report on Form
10-K for the year ended January 2, 1999.
NOTE B - ACQUISITIONS
During the first quarter of 1999, the Company acquired a majority interest in
the business of its former licensee for the Wrangler and JanSport brands in
Chile, Peru and Bolivia. The Company also acquired the operating assets of
Fibrotek Industries, Inc. and the common stock of Todd Uniform, Inc. and of
Horace Small Holdings Corporation. These acquisitions for an aggregate cost of
$117.1 million have been accounted for as purchases, and accordingly, operating
results have been included in the financial statements from the dates of
acquisition. The net assets of these companies are included based on preliminary
allocations of the purchase prices, with approximately $47 million representing
intangible assets. Final asset and liability valuations are not expected to have
a material effect on the financial statements.
The following pro forma results of operations assume that these businesses had
been acquired at the beginning of 1998 (in thousands, except per share amounts):
<TABLE>
<CAPTION>
Second Quarter Six Months
------------------------- -------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $1,364,830 $1,395,815 $2,769,208 $2,778,592
Net income 79,582 85,719 164,507 162,981
Earnings per common share:
Basic $ 0.65 $ 0.69 $ 1.35 $ 1.32
Diluted 0.64 0.68 1.33 1.29
</TABLE>
6
<PAGE> 7
NOTE C - BUSINESS SEGMENT INFORMATION
<TABLE>
<CAPTION>
Second Quarter Six Months
---------------------------- ----------------------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(In thousands)
Net sales:
Apparel $ 1,033,043 $ 1,049,837 $ 2,144,884 $ 2,138,351
All Other 331,787 300,482 578,190 538,173
----------- ----------- ----------- -----------
Consolidated net sales $ 1,364,830 $ 1,350,319 $ 2,723,074 $ 2,676,524
=========== =========== =========== ===========
Segment profit:
Apparel $ 138,145 $ 160,234 $ 305,726 $ 317,526
All Other 42,904 31,679 64,907 49,321
----------- ----------- ----------- -----------
Total segment profit 181,049 191,913 370,633 366,847
Interest, net (17,165) (14,242) (31,817) (27,336)
Amortization of intangible assets (8,429) (8,071) (16,681) (16,115)
Corporate and other expenses (26,837) (27,623) (54,386) (51,243)
----------- ----------- ----------- -----------
Consolidated income before income taxes $ 128,618 $ 141,977 $ 267,749 $ 272,153
=========== =========== =========== ===========
</TABLE>
NOTE D - EARNINGS PER SHARE
Earnings per share are computed as follows (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
Second Quarter Six Months
--------------------- ---------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Basic earnings per share:
Net income $ 79,582 $ 86,781 $165,148 $164,887
Less Preferred Stock dividends and
redemption premium 1,802 1,554 3,682 3,139
-------- -------- -------- --------
Net income available for Common Stock $ 77,780 $ 85,227 $161,466 $161,748
======== ======== ======== ========
Weighted average Common
Stock outstanding 119,447 121,643 119,418 121,447
======== ======== ======== ========
Basic earnings per share $ 0.65 $ 0.70 $ 1.35 $ 1.33
======== ======== ======== ========
Diluted earnings per share:
Net income $ 79,582 $ 86,781 $165,148 $164,887
Increased ESOP expense if Preferred Stock
were converted to Common Stock 264 290 530 579
-------- -------- -------- --------
Net income available for Common Stock
and dilutive securities $ 79,318 $ 86,491 $164,618 $164,308
======== ======== ======== ========
</TABLE>
7
<PAGE> 8
<TABLE>
<S> <C> <C> <C> <C>
Weighted average Common Stock outstanding 119,447 121,643 119,418 121,447
Additional Common Stock resulting from
dilutive securities:
Preferred Stock 2,741 2,867 2,758 2,878
Stock options and other 1,294 1,495 1,267 1,404
-------- -------- -------- --------
Weighted average Common Stock and
dilutive securities outstanding 123,482 126,005 123,443 125,729
======== ======== ======== ========
Diluted earnings per share $ 0.64 $ 0.69 $ 1.33 $ 1.31
======== ======== ======== ========
</TABLE>
NOTE E - COMPREHENSIVE INCOME
Comprehensive income consists of net income from operations, plus certain
changes in assets and liabilities that are not included in net income but are
instead reported within a separate component of shareholders' equity under
generally accepted accounting principles. The Company's comprehensive income was
as follows (in thousands):
<TABLE>
<CAPTION>
Second Quarter Six Months
---------------------- ------------------------
1999 1998 1999 1998
-------- -------- --------- ---------
<S> <C> <C> <C> <C>
Net income as reported $ 79,582 $ 86,781 $ 165,148 $ 164,887
Other comprehensive income:
Foreign currency translation adjustments,
net of income taxes (15,787) (230) (35,400) (3,412)
-------- -------- --------- ---------
Comprehensive income $ 63,795 $ 86,551 $ 129,748 $ 161,475
======== ======== ========= =========
</TABLE>
The significant change in foreign currency translation adjustments in the 1999
periods is due to the strengthening of the U.S. dollar in relation to the
currencies of most European countries where the Company has operations.
NOTE F - CAPITAL
At July 3, 1999, there were 300,000,000 authorized shares of Common Stock, no
par value - stated capital $1 per share. At July 3, 1999, there were 119,195,507
shares outstanding, excluding 18,385,851 treasury shares. At January 2, 1999 and
July 4, 1998, there were 119,466,101 and 121,528,272 shares outstanding,
excluding 17,367,269 and 15,021,670 treasury shares, respectively. For financial
accounting purposes, treasury shares presented above include shares of VF Common
Stock held in trust for deferred compensation plans, as follows:
248,899 shares at July 3, 1999 and 232,899 shares at January 2, 1999.
There are 25,000,000 authorized shares of Preferred Stock, $1 par value. Of
these shares, 2,000,000 were designated as Series A, of which none have been
issued, and 2,105,263 shares were designated and issued as 6.75% Series B
Preferred Stock, of which 1,712,895 shares were outstanding at July 3, 1999,
1,760,119 at January 2, 1999 and 1,791,504 at July 4, 1998.
NOTE G - REVOLVING CREDIT AGREEMENT
Subsequent to the end of the second quarter, the Company entered into a new
$750.0 million unsecured revolving credit agreement, which replaces the prior
agreement that was scheduled to expire in October 1999. Terms are substantially
the same as the prior credit agreement.
8
<PAGE> 9
VF CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Consolidated sales increased 1% for the second quarter and 2% for the six months
ended July 3, 1999, compared with the comparable periods of 1998. During the
quarter, the Company announced the discontinuation of the Jantzen women's
sportswear business; provisions for inventory losses and other costs
approximated $12 million ($.06 per share).
Sales in the Company's "growth" category businesses - - jeanswear, domestic
intimate apparel, workwear and daypacks, where investments are focused to
achieve sales increases - - advanced by $51 million or 5% for the 1999 quarter
and $109 million or 5% for the six month period, including acquisitions for both
periods. Domestic jeanswear sales declined 6% for the quarter and 2% for the
six month period, primarily due to a shift in timing of shipments, versus prior
year comparisons, of seasonal jeans products from the second to the third
quarter. In addition, jeanswear consolidation efforts created short-term
shipping difficulties, which were resolved by the end of the quarter. Domestic
intimate apparel sales advanced 4% for the quarter and 6% for the six month
period, with continuing growth in the Vassarette brand and private label
businesses. International jeans sales and workwear sales advanced in 1999, due
to businesses acquired since the end of the 1998 quarter. Sales in the
Company's "maintenance" category businesses - - knitwear, international
intimates, playwear and swimwear, where efforts are focused on increased profit
ability - - declined by $36 million or 14% for the second quarter and $62
million or 11% for the six month period due to declines in knitwear sales and
elimination of unprofitable playwear product lines.
Gross margins were 33.8% of sales in the quarter and 34.1% in the six months,
compared with 33.8% and 34.0% in the 1998 periods. Gross margins improved in
most businesses due to the continuing shift to lower cost sourcing, lower raw
material costs and improved operating efficiencies. Overall, however, gross
margin percentages were basically flat for the quarter and six month periods due
to the effects of costs related to closing the Jantzen women's sportswear
business in the second quarter of 1999.
Marketing, administrative and general expenses were 23.0% of sales during the
quarter and 22.9% in the six months, compared with 22.1% and 22.7% in the 1998
periods. The increases in marketing, administrative and general expenses for the
1999 periods relate to increased spending for information systems, partially
offset by lower advertising spending.
Other operating expense consists of amortization of intangible assets, offset by
net royalty income. Amortization of intangible assets increased in 1999 due to
the recent acquisitions, and royalty income declined in 1999 from the conversion
of certain formerly licensed businesses to owned operations.
Net interest expense increased in 1999 due to higher short-term borrowings.
The effective income tax rate for the six months of 1999 was 38.3%, based on the
expected rate for the year, compared with 39.4% in the prior year. The expected
rate for 1999 is consistent with the rate for the full year 1998.
9
<PAGE> 10
FINANCIAL CONDITION AND LIQUIDITY
The financial condition of the Company is reflected in the following:
<TABLE>
<CAPTION>
July 3 January 2 July 4
1999 1999 1998
--------- --------- ---------
(Dollars in millions)
<S> <C> <C> <C>
Working capital $ 786.0 $ 815.1 $ 755.8
Current ratio 1.6 to 1 1.8 to 1 1.6 to 1
Debt to total capital 33.7% 27.1% 32.3%
</TABLE>
Accounts receivable balances at the end of the second quarter of 1999 include
those of businesses acquired. Receivables are higher than at the end of 1998 due
to seasonal sales patterns.
Inventories at the end of the second quarter of 1999 include those of businesses
acquired. Excluding these acquisitions, inventories are slightly higher than at
the end of 1998 due to seasonal sales patterns and also 5% higher than at the
end of the second quarter of 1998 due in part to the timing of domestic
jeanswear shipments (as previously discussed).
Intangible assets increased during 1999 due to four business acquisitions during
the first quarter.
The increase in short-term borrowings since the end of 1998 relates to higher
seasonal working capital requirements and to the 1999 business acquisitions.
During the first six months of 1999, the Company repurchased 1,000,000 shares of
its Common Stock in open market transactions for a total cost of $45.6 million.
At July 3, 1999, there were 1.0 million shares remaining under the existing
authorization. Subsequent to that date, the Board of Directors authorized the
Company to purchase up to an additional 10.0 million shares.
YEAR 2000 READINESS STATEMENT
The Year 2000 issue relates to computer systems that will not properly recognize
date-sensitive information when the year changes to 2000. A Year 2000 issue that
is not properly addressed could result in a system failure or miscalculations.
While the Company's products are not directly affected by the Year 2000 problem,
its computer systems and equipment, as well as the systems and equipment of its
vendors, service providers and customers, may be affected.
Senior management of the Company has established a task force to address Year
2000 issues and regularly reviews its progress with the Board of Directors. The
task force activities relate to four broad business categories: (1)
infrastructure; (2) applications software; (3) processors embedded in machinery
and equipment used in the Company's manufacturing, distribution and
administrative operations; and (4) significant third party vendors, service
providers and customers. Actions common to evaluation of Year 2000 issues in
each of these business categories include:
* Inventorying all date-sensitive systems and equipment
* Assessing compliance and assigning priorities to items identified as
not being compliant
* Repairing or replacing items identified as not being compliant
* Testing converted systems and equipment
10
<PAGE> 11
Infrastructure: This category relates to mainframe, personal computer and
network hardware, as well as operating system software. Substantially all
hardware and related operating systems are fully compliant at July 3, 1999; the
balance is expected to be fully compliant by the end of the third quarter of
1999. The testing phase is ongoing as hardware or system software is remediated,
upgraded or replaced and is substantially complete.
Applications software: This refers to computer software programs, whether
internally developed or purchased from outside parties. Approximately 96% of
such software systems are compliant at July 3, 1999. All remaining software is
expected to be fully compliant by the end of the third quarter of 1999. The
testing phase is scheduled to be completed for all critical applications during
the third quarter of 1999.
Processors: The Company has completed the inventory and assessment of all
processors embedded in the Company's critical manufacturing, distribution and
administrative equipment. Substantially all of the hardware or software has been
remediated, upgraded or replaced as Year 2000 issues were noted. The upgrade of
all remaining processors will be completed during the third quarter. The
testing phase is ongoing and is scheduled to be completed during the third
quarter of 1999.
Third Parties: The Company has initiated formal communications with all of its
significant vendors, service providers and financial institutions to determine
the extent to which the Company is vulnerable to those third parties' failure to
remediate their own Year 2000 issues. Substantially all of the Company's
significant vendors, service providers and financial institutions have responded
to the Company's survey. Of those that have responded, 97% of the Company's
significant vendors and service providers and 98% of the financial institutions
have indicated that they either are compliant or expect to be compliant by the
end of the third quarter of 1999. The majority of the remainder is expected to
be compliant by the end of 1999. The communication and evaluation process is
ongoing.
In addition, contingency plans to mitigate the possible disruption of business
operations are being developed as the testing phase and third party assessments
are completed. Contingency plans will be substantially completed during the
third quarter of 1999 and will continue to be evaluated and modified as
additional information becomes available.
The Company expects all internal systems to be compliant by the end of the third
quarter. However, it is possible that all Year 2000 problems may not be
identified or corrected or that third parties with which the Company has
significant relationships will not resolve all of their Year 2000 issues. The
Company expects that the most reasonably likely Year 2000 worst case scenario is
that its manufacturing infrastructure would not be able to provide an
uninterrupted flow of product due to suppliers' systems failures or disruptions
in utility or government services. Based on our contingency planning efforts,
by the end of the third quarter we will determine which suppliers appear to be
at risk of noncompliance. Responsive actions will include accelerating
purchases of supplies, accelerating production of inventory or, if necessary,
arranging for alternative suppliers to reduce this risk. Because the Company
conducts business with numerous vendors and has numerous manufacturing
facilities around the world, the Company believes that significant
interruptions of normal operations are unlikely and, in any event, would
likely be short-term nature. Nevertheless, if there were serious systems
failures by the Company or its third party relationships, they could have a
material adverse effect on the Company's financial position or results of
operations.
The estimated total cost of resolving the Year 2000 issues, including internal
personnel and outside vendors and consultants, is approximately $27 million over
the period 1997 through 1999, of which $25 million has been spent through July
3, 1999. These costs are being expensed as incurred.
11
<PAGE> 12
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
Certain statements included herein are "forward-looking statements" within the
meaning of the federal securities laws. This includes any statements concerning
plans and objectives of management relating to the Company's operations or
economic performance, and assumptions related thereto. In addition, the Company
and its representatives may from time to time make other oral or written
statements that are also forward-looking statements.
These forward-looking statements are made based on management's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Management cautions that forward-looking
statements are not guarantees and that actual results could differ materially
from those expressed or implied in the forward-looking statements.
Important factors that could cause the actual results of operations or financial
condition of the Company to differ include, but are not necessarily limited to,
the overall level of consumer spending for apparel; changes in trends in the
segments of the market in which the Company competes; the financial strength of
the retail industry; actions of competitors that may impact the Company's
business; the Company's ability, and the ability of its suppliers and customers,
to adequately address the Year 2000 computer issue; and the impact of unforeseen
economic changes in the markets where the Company competes, such as changes in
interest rates, currency exchange rates, inflation rates, recession, and other
external economic and political factors over which the Company has no control.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 10 - 1996 Stock Compensation Plan, as amended
Exhibit 27 - Financial data schedule as of July 3,
1999
(b) Reports on Form 8-K - There were no reports on Form
8-K filed for the three months ended July 3, 1999.
13
<PAGE> 14
SIGNATURES
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
--------------------------------------
(Registrant)
By: /s/ Robert K. Shearer
---------------------------------
Robert K. Shearer
Vice President - Finance
(Chief Financial Officer)
Date: August 16, 1999
By: /s/ Peter E. Keene
---------------------------------
Peter E. Keene
Vice President - Controller
(Chief Accounting Officer)
14
<PAGE> 1
EXHIBIT 10
V.F. CORPORATION
1996 STOCK COMPENSATION PLAN,
AS AMENDED
ARTICLE I
PURPOSE
1.1 PURPOSE. The purpose of the V.F. Corporation 1996 Stock
Compensation Plan (this "Plan") is to strengthen the ability of V.F. Corporation
(the "Company") to attract, motivate, and retain employees and directors of
superior ability and to more closely align the interests of such employees and
directors with those of the Company's shareholders by relating compensation 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, evidencing 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 "CHANGE IN CONTROL" 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 Effective Date hereof, promulgated under the Securities
Exchange Act of 1934, as amended (the
<PAGE> 2
"Exchange Act"); provided that, without limitation, such a Change in Control
shall be deemed to have occurred if (i) any "Person" (as such term is used in
Section 13(d) and Section 14(d) of the Exchange Act), except for (A) those
certain trustees under Deeds of Trust dated August 21, 1951 and under the Will
of John E. Barbey, deceased (a "Trust" or the "Trustee"), and (B) 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; (ii)
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; (iii) 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
(iv) 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 (x) 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
officers of the Company, or any entity in which such officers have, directly or
indirectly, at least a 5% equity or ownership interest or (y) in a transaction
otherwise commonly referred to as a "management leveraged buyout".
-2-
<PAGE> 3
Clause (i) above 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 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 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 (i). Notwithstanding the
foregoing, in no event shall a Change in Control of the Company be deemed to
occur under clause (i) with respect to any Trust or Benefit Plan.
Clauses (i) and (ii) 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 clause (i) or (ii) has become ineffective for purposes of this Plan
if the following conditions then exist: (x) the declaration is made within 120
days of the Change in Control; and (y) 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, the Change in Control shall be ineffective ab initio.
2.5 "CODE" The Internal Revenue Code of 1986, as amended, and
applicable regulations and rulings issued thereunder.
-3-
<PAGE> 4
2.6 "COMMITTEE" The Committee, appointed by the Board, to administer
the Plan in accordance with the provisions in Article IV.
2.7 "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.
2.8 "COMPANY" V.F. Corporation, or any successor to the Company.
2.9 "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.
2.10 "DIRECTOR" A member of the Board who is not an Employee.
2.11 "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.
2.12 "EMPLOYEE" Any employee of the Company or a Subsidiary.
2.13 "EXCHANGE ACT" The Securities Exchange Act of 1934, as amended,
and applicable regulations and rulings issued thereunder.
2.14 "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
-4-
<PAGE> 5
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.
2.15 "INCENTIVE STOCK OPTION" A Stock Option intended to satisfy the
requirements of Section 422(b) of the Code.
2.16 "LIMITED STOCK APPRECIATION RIGHT" OR "LIMITED RIGHT" The rights
specified in Article VIII.
2.17 "NON-QUALIFIED STOCK OPTION" A Stock Option other than an
Incentive Stock Option.
2.18 "PARTICIPANT" An Employee or Director selected by the Committee to
receive an Award.
2.19 "PERFORMANCE OBJECTIVE" A performance objective established
pursuant to Section 9.3 hereof.
2.20 "RESTRICTED STOCK" Common Stock which is subject to restrictions
and awarded to Participants under Article IX of this Plan and any Common Stock
purchased with or issued in respect of dividends and distributions on the
Restricted Stock.
2.21 "RESTRICTED STOCK UNITS" Stock Units which are subject to a risk
of forfeiture and other restrictions and awarded to Participants under Article
IX of this Plan, including Stock Units resulting from deemed reinvestment of
dividend equivalents on Restricted Stock Units.
2.22 "RETIREMENT" Employment separation and commencement of pension
benefits under the V.F. Corporation Pension Plan (or any successor plan thereto)
on account of early, normal or late retirement thereunder.
-5-
<PAGE> 6
2.23 "RULE 16b-3" Rule 16b-3 under the Exchange Act or any successor
thereto.
2.24 "SECURITIES ACT" The Securities Act of 1933, as amended, and
applicable regulations and rulings issued thereunder.
2.25 "STOCK OPTION" An award of a right to purchase Common Stock
pursuant to Article VII.
2.26 "STOCK UNITS" An unfunded obligation of the Company, the terms of
which are set forth in Section 9.6.
2.27 "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, pursuant to Awards, shall not exceed 12,000,000 shares (plus additional
shares, if any, which, as of the effective date of this Plan or thereafter, are
available or become available for award under the Company's 1991 Stock Option
Plan and the 1995 Key Employee Restricted Stock Plan); provided, however, that
in no event shall the number of shares of Restricted Stock and Restricted Stock
Units to be awarded either as Service Awards or Performance Awards under this
Plan exceed 1,200,000.
-6-
<PAGE> 7
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 purposes of Section 3.1
shall result from (i) the delivery of shares of Common Stock upon exercise of a
Stock Option or payment of cash in settlement of a Limited Stock Appreciation
Right in any manner, and (ii) the expiration of the risk of forfeiture on
Restricted Stock or Restricted Stock Units, including the conversion of
Restricted Stock to Stock Units under Section 9.6; (b) shares of Common Stock
with respect to which Stock Options and Limited Stock Appreciation Rights
expire, are canceled 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 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.
ARTICLE IV
ADMINISTRATION OF THE PLAN
4.1 COMMITTEE. The Plan generally shall be administered by the
Organization and Compensation Committee of the Board, or such other Board
committee as may be designated by the Board to administer the Plan, subject to
this Article IV. The Committee shall consist of two or more Directors. 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
-7-
<PAGE> 8
filled by action of the Board. In appointing members of the Committee, the Board
may consider whether a member is or will qualify as a "Non-Employee Director"
within the meaning of Rule 16b-3(b)(3) under the Exchange Act and an "outside
director" within the meaning of Treasury Regulation 1.62-27(e)(3) under Code
Section 162(m), but such members are not required to so qualify at the time of
appointment or during their term of service on the Committee. At any time that a
member of the Committee does not so qualify, any action of the Committee
relating to an award granted or to be granted to a Participant who is then
subject to Section 16 of the Exchange Act in respect of the Company, or relating
to an award intended by the Committee to constitute "performance-based
compensation" within the meaning of Code Section 162(m) and regulations
thereunder, may be taken either (i) by a subcommittee, designated by the
Committee, composed solely of two or more Directors who so qualify as a
"Non-Employee Director" or "outside director" (whichever may apply), or (ii) by
the Committee but with each such member who does not so qualify as a
"Non-Employee Director" or "outside director" (whichever may apply) abstaining
or recusing himself or herself from such action, provided that at least two
Directors serving on the Committee remain qualified to act. Such action,
authorized by such a subcommittee or by the Committee upon the abstention or
recusal of such non-qualified member(s), shall be the action of the Committee
for purposes of the Plan. The foregoing notwithstanding, the Board may perform
any function of the Committee under the Plan, including transactions with
respect to Directors. In any case in which the Board is performing a function of
the Committee under the Plan, each reference to the Committee herein shall be
deemed to refer to the Board, except where the context otherwise requires.
4.2 POWERS. The Committee has discretionary authority to determine the
Employees and Directors 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 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
-8-
<PAGE> 9
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 AGREEMENTS. Awards shall be evidenced by an Agreement and may
include any terms and conditions not inconsistent with this Plan, as the
Committee may determine.
4.4 NO LIABILITY. No member of the Board, the Committee or any of its
delegates shall be liable for any action or determination made in good faith
with respect to this Plan, any Award or any Agreement.
ARTICLE V
ELIGIBILITY
5.1 PARTICIPATION. Participants shall be selected by the Committee from
the Employees and Directors. Such designation may be by individual or by class.
5.2 INCENTIVE STOCK OPTION ELIGIBILITY. A Director shall not be
eligible for the grant of an Incentive Stock Option. In addition, no Employee
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 LIMIT ON AWARDS. Awards granted to any Employee shall not exceed in
the aggregate during any calendar year (a) 250,000 Stock Options (with or
without tandem Limited
-9-
<PAGE> 10
Rights and inclusive of any Limited Rights granted pursuant to Section 11.2) and
(b) 50,000 shares of Restricted Stock (subject in each case to adjustment as
provided in Article XI).
ARTICLE VI
FORMS OF AWARDS
6.1 AWARD ELIGIBILITY. The forms of Awards under this Plan are Stock
Options as described in Article VII, Limited Stock Appreciation Rights as
described in Article VIII, and Restricted Stock and Restricted Stock Units as
described in Article IX. The Committee may, in its discretion, permit holders of
Awards under this Plan to surrender outstanding Awards in order to exercise or
realize the rights under other Awards.
ARTICLE VII
STOCK OPTIONS
7.1 EXERCISE PRICE. The exercise price of Common Stock under each Stock
Option shall be not less than 100 percent of the Fair Market Value of the Common
Stock on the Date of Grant.
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 after
the applicable date under Section 422(b)(2) of the Code. 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
-10-
<PAGE> 11
Non-qualified 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 OF 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. If any Stock
Option intended to be an Incentive Stock Option fails to so qualify, including
under the requirement set forth in this Section 7.4, such Stock Option shall be
deemed to be a Non-qualified Stock Option and shall be exercisable in accordance
with the Plan and the Stock Option's terms.
-11-
<PAGE> 12
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 2.4) 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
RESTRICTED STOCK
9.1 TYPES OF AWARD. The Committee, in its discretion, is authorized to
grant Awards of Restricted Stock and Restricted Stock Units (together,
"Restricted Awards") either as Service Awards or Performance Awards. As used
herein, the term "Service Award" refers to any Restricted Award described in
Section 9.2 and the term "Performance Award" refers to any
-12-
<PAGE> 13
Restricted Award described in Section 9.3. Restricted Stock shall be
nontransferable until such time as all of the restrictions underlying the Award
have been satisfied. Subject to Section 3.1, the Committee in its discretion
may grant up to 5% of the number of shares of Common Stock available for grant
under this Plan as Service Awards or Performance Awards without regard to any
minimum vesting requirement set forth in Section 9.2 or 9.3 except Service
Awards shall have a minimum vesting requirement of one year.
9.2 SERVICE AWARD. The Committee may grant shares of Restricted Stock
or Restricted Stock Units to a Participant subject to forfeiture upon an
interruption in the Participant's continuous service with the Company or a
Subsidiary within a specified period (which shall not be less than three years)
specified by the Committee. The period during which Restricted Stock Units are
subject to a risk of forfeiture may be shorter than the period during which
settlement of the Restricted Stock Units is deferred.
9.3 PERFORMANCE AWARD. The Committee may grant Restricted Stock or
Restricted Stock Units to a Participant upon the attainment of a Performance
Objective as follows: Not later than the applicable deadline under Treasury
Regulation 1.162-27(e), the Committee, in its sole discretion, may establish
(a) a Performance Award for a Participant for a specified period (which shall
not be less than one year) during which performance will be measured (the
"Performance Period"), and (b) with respect to such Participant one or more
Performance Objectives to be satisfied prior to the Participant's becoming
entitled to settlement of such Performance Award for such Performance Period.
Any Performance Objective shall be comprised of specified corporate, business
group or divisional levels of performance, over the Performance Period,
relating to one or more of the following performance criteria: earnings per
share; net earnings; pretax earnings; operating income; net sales; market
share; balance sheet measurements; cash return on assets; book value;
shareholder return, or return on average common equity. In establishing the
level of Performance Objective to be attained, the Committee may disregard or
offset the effect of such factors as extraordinary and/or nonrecurring items as
determined by the Company's outside accountants in accordance with generally
accepted accounting principles and changes in accounting standards as may be
required by the Financial Accounting Standards Board. Performance Awards may
also be granted in the sole discretion of the Committee, if the Company's
performance during a specified Performance Period, as measured by one or more
of the criteria enumerated in this Section 9.3, as compared to comparable
measures of performance of peer companies, equals or exceeds
-13-
<PAGE> 14
Performance Objectives established by the Committee not later than the
applicable deadline under Treasury Regulation 1.162-27(e). No Performance Award
shall be settled or paid out to a Participant for a Performance Period prior to
written certification by the Committee of attainment of the Performance
Objective(s) applicable to such Participant. Notwithstanding attainment of the
applicable Performance Objective or any provisions of this Plan to the contrary,
the Committee shall have the power, in its sole discretion, to (a) exercise
negative discretion to reduce the Performance Award to a Participant for any
Performance Period to zero or such other amount as it shall determine; (b)
impose service requirements which must be fulfilled by the Participant during
the Performance Period or subsequent to the attainment of the Performance
Objective; and (c) provide for accelerated settlement or payment of a
Performance Award upon a Change in Control or specified terminations of
employment.
9.4 DELIVERY. If a Participant, with respect to a Service Award,
continuously remains in the employ of the Company or a Subsidiary for the period
specified by the Committee, or, with respect to a Performance Award, if and to
the extent that the Participant fulfills the requirements of the Performance
Objective and any service requirements as may be imposed by the Committee, the
shares awarded to such Participant as Restricted Stock shall be delivered to
such Participant without any restrictions promptly after the applicable event,
and the risk of forfeiture applicable to Restricted Stock Units shall end and
such Restricted Stock units shall then and thereafter be settled in accordance
with the terms of such Restricted Stock Units (including any elective deferral
of settlement permitted by the Committee). The foregoing notwithstanding, the
Committee may determine that any restrictions and/or deferral period applicable
to a Restricted Award shall be deemed to end or have ended on an accelerated
basis at the time of the Participant's death while employed or serving as a
Director or upon the Participant's termination of employment or service due to
disability or following a Change in Control.
9.5 SHAREHOLDER RIGHTS. Except as otherwise provided in this Plan, each
Participant shall have, with respect to all shares of Restricted Stock, all the
rights of a shareholder of the Company, including the right to vote the
Restricted Stock; provided, however, that all
-14-
<PAGE> 15
distributions payable with respect to the Restricted Stock shall be retained by
the Company and reinvested in additional shares of Common Stock to be issued in
the name of the Participant. Any shares of Common Stock acquired as a result of
reinvestment of such distributions shall also be Restricted Stock subject to the
terms and conditions of this Plan. A Participant shall have no rights of a
shareholder relating to Restricted Stock Units or Stock Units until such time as
shares are issued or delivered in settlement of such Restricted Stock Units or
Stock Units.
9.6 DEFERRAL OF RECEIPT OF RESTRICTED STOCK. A Stock Unit, whether or
not restricted, shall represent the conditional right of the Participant to
receive delivery of one share of Common Stock at a specified future date,
subject to the terms of the Plan and the applicable Agreement. Until settled, a
Stock Unit shall represent an unfunded and unsecured obligation of the Company
with respect to which a Participant has rights no greater than those of a
general creditor of the Company. Unless otherwise specified by the Committee,
each Stock Unit will carry with it the right to crediting of an amount equal to
dividends and distributions paid on a share of Common Stock ("dividend
equivalents"), which amounts will be deemed reinvested in additional Stock
Units, at the Fair Market Value of Common Stock at the dividend payment date.
Such additional Stock Units will be subject to the same risk of forfeiture,
other restrictions, and deferral of settlement as the original Stock Units to
which such additional Stock Units directly or indirectly relate. Unless the
Committee determines to settle Stock Units in cash, Stock Units shall be settled
solely by issuance or delivery of shares of Common Stock. The Committee may, in
its sole discretion, permit Participants to convert their Restricted Stock into
an equivalent number of stock units as of the date on which all applicable
restrictions pertaining to the Restricted Stock would either lapse or be deemed
satisfied (the "Vesting Date"). Any such request for conversion must (a) be made
by the Participant at least six months prior to the Vesting Date and (b) specify
a deferral date which is no earlier than the earlier of (i) the Participant's
termination of employment or (ii) the first anniversary of the Vesting Date.
-15-
<PAGE> 16
ARTICLE X
FORFEITURE AND EXPIRATION OF AWARDS
10.1 TERMINATION OF EMPLOYMENT OR SERVICE. 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 or
Director. In the absence of Committee action or except as otherwise provided in
an Agreement, the following rules shall apply:
(a) with respect to Stock Options granted to Employees, 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 Option
or 12 months following the date of permanent and total disability; in the event
of death, Stock 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 Option 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 granted to Employees, in
the event of Retirement or permanent and total disability, the Limited Rights
shall continue in effect for six months following separation of service, and
such Limited Rights may be exercised during such six month period; in the event
of the Participant's death or voluntary separation of service, the
-16-
<PAGE> 17
Limited Rights shall terminate as of the date of separation from 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; and
(c) with respect to Restricted Awards granted to Employees, in
the event of a Participant's voluntary or involuntary separation before the
expiration of the employment period specified by the Committee, with respect to
Service Awards, or before the fulfillment of the Performance Objective and any
other restriction imposed by the Committee, with respect to Performance Awards,
any shares of Restricted Stock shall be returned to the Company and any
Restricted Award shall be deemed to have been forfeited by the Participant as of
the date of such separation.
10.2 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.
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
-17-
<PAGE> 18
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 and the number of
Awards that may be granted to an Employee in the specified period under Section
5.3; (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.
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 Company 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
Company (or survives only as a subsidiary of another Company 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;
-18-
<PAGE> 19
(c) eliminate any and all restrictions with respect to
outstanding Restricted Awards;
(d) pay cash to any or all holders of Stock Options in
exchange for the cancellation of their outstanding Stock Options and
cash out all outstanding stock units;
(e) grant new Awards to any Participants; or
(f) make any other adjustments or amendments to outstanding
Awards or determine that there shall be substitution of new Awards by
such successor employer Company 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.
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 or any right to continue to serve as a Director of the
Company or affect any party's right to remove such Participant as a Director.
12.2 SECURITIES REQUIREMENTS. The Company shall not be obligated to
issue or transfer shares of Common Stock 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.
-19-
<PAGE> 20
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. Any attempted Disposition in violation of this provision shall be
void and ineffective for all purposes. Notwithstanding the foregoing, the
Committee may, in its sole discretion, permit a Participant to transfer a
Non-qualified Stock Option (and any related limited right) to (a) a member or
members of the Participant's immediate
-20-
<PAGE> 21
family, (b) a trust, the beneficiaries of which consist exclusively of members
of the Participant's immediate family, (c) a partnership, the partners of which
consist exclusively of members of the Participant's immediate family, or (d) any
similar entity created for exclusive benefit of members of the Participant's
immediate family.
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,
-21-
<PAGE> 22
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 or
(c) materially increase benefits under this Plan (within the meaning of Rule
16b-3 of the Securities and Exchange Commission as in effect prior to August 15,
1996); and provided further, that the Board may not modify, impair or cancel any
outstanding Award in a manner that materially and adversely affects a
Participant without the consent of such Participant.
ARTICLE XIV
DATE OF PLAN ADOPTION
14.1 DATE OF PLAN ADOPTION. This Plan has been adopted by the Board
effective December 3, 1996, subject to shareholder approval. Options may be
granted under the Plan prior to such shareholder approval, but if the requisite
shareholder approval is not obtained, then the Plan shall become null and void
ab initio and of no further force or effect and such Awards shall be canceled.
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.
-22-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS INCLUDED IN FORM 10-Q FOR JULY 3, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-END> JUL-03-1999
<CASH> 83,465
<SECURITIES> 0
<RECEIVABLES> 888,660
<ALLOWANCES> 52,721
<INVENTORY> 1,031,576
<CURRENT-ASSETS> 2,100,389
<PP&E> 1,773,145
<DEPRECIATION> 972,438
<TOTAL-ASSETS> 4,186,964
<CURRENT-LIABILITIES> 1,314,430
<BONDS> 520,220
35,603
0
<COMMON> 119,196
<OTHER-SE> 2,005,664
<TOTAL-LIABILITY-AND-EQUITY> 4,186,964
<SALES> 2,723,074
<TOTAL-REVENUES> 2,723,074
<CGS> 1,793,669
<TOTAL-COSTS> 1,793,669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 35,044
<INCOME-PRETAX> 267,749
<INCOME-TAX> 102,601
<INCOME-CONTINUING> 165,148
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165,148
<EPS-BASIC> 1.35
<EPS-DILUTED> 1.33
</TABLE>
