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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1999
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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)
BLUE BELL SAVINGS, PROFIT
SHARING AND RETIREMENT PLAN
(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
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<S> <C> <C> <C> <C>
COMMON STOCK 250,000 $41.41 $10,352,500.00 $2,878.00
(NO PAR VALUE; STATED
CAPITAL $1.00 PER SHARE)
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</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 Blue
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Bell Savings, Profit Sharing and Retirement Plan 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.
Explanatory Note
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 a currently effective Registration Statement on
Form S-8 of the Company relating to the Company's Blue Bell Savings, Profit
Sharing and Retirement Plan.
The contents of Registration Statement on Form S-8 as filed on June 24,
1991, Registration No. 33-41241, as amended, are incorporated by reference
into this Registration Statement.
Item 8. Exhibits.
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<CAPTION>
Exhibit No. Description
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<S> <C>
*5.1 Opinion of Counsel re: ERISA.
*5.2 Internal Revenue Service determination letter confirming
that the Plan is qualified under Section 401 of the
Internal Revenue Code.
23 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney.
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* Previously Filed.
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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 11th day of February, 1999.
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.
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Mackey J. McDonald President and February 11, 1999
- ---------------------- Chief Executive Officer
Mackey J. McDonald
/s/ Robert K. Shearer Vice President - Finance February 11, 1999
- -------------------------- and Chief Financial Officer
Robert K. Shearer
/s/ Timothy R. Wheeler Controller February 11, 1999
- ------------------------
Timothy R. Wheeler
</TABLE>
DIRECTORS
Robert D. Buzzell* George Fellows* William E. Pike*
Edward E. Crutchfield* Robert J. Hurst* M. Rust Sharp*
Ursula F. Fairbairn* Mackey J. McDonald*
Barbara S. Feigin*
Date: February 11, 1999 * By: /s/ Mackey J. McDonald
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Mackey J. McDonald,
Attorney-In-Fact
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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
9th day of February, 1999.
BLUE BELL SAVINGS, PROFIT
SHARING AND RETIREMENT PLAN
By: BLUE BELL PROFIT SHARING
COMMITTEE, Plan Administrator
By: /s/ Louis J. Fecile
--------------------------
Louis J. Fecile
Committee Member
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EXHIBIT INDEX
23 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney
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EXHIBIT 23
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.
/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Greensboro, North Carolina
February 9, 1999
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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 Blue Bell Savings, Profit Sharing and Retirement Plan (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 9th day of February, 1999.
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
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Principal Executive Officer: Principal Financial 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
Principal Accounting Officer:
/s/ Timothy R. Wheeler
--------------------------------
Timothy R. Wheeler
Controller
/s/ Edward E. Crutchfield /s/ Ursula F. Fairbairn
- ---------------------------- --------------------------------
Edward E. Crutchfield, Director Ursula F. Fairbairn, Director
/s/ Barbara S. Feigin /s/ George Fellows
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Barbara S. Feigin, Director George Fellows, Director
/s/ Robert J. Hurst /s/ William E. Pike
- ---------------------------- --------------------------------
Robert J. Hurst, Director William E. Pike, Director
/s/ Mackey J. McDonald /s/ M. Rust Sharp
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Mackey J. McDonald, Director M. Rust Sharp, Director
/s/ Robert D. Buzzell
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Robert D. Buzzell, Director
