<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1999
Commission file number: 1-5256
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
(Full title of plan)
628 GREEN VALLEY ROAD, SUITE 500
GREENSBORO, NC 27408
(Address of principal executive offices)
(336) 547-6000
(Registrant's telephone number, including area code)
1
<PAGE> 2
Item 1. Changes in the Plan
Effective September 1, 1999, participants will provide investment direction by
telephone by using the voice response system or a participant services
representative or by the internet.
Item 2. Changes in Investment Policy
Effective September 1, 1999, VF Corporation appointed Fidelity Institutional
Retirement Services Company as Plan Recordkeeper. The Plan offers 10 core
investment options and a Mutual Fund Window administered by Fidelity.
Item 3. Contributions Under the Plan
None. This is a frozen Plan.
Item 4. Participating Employees
There were approximately 1,357 enrolled participants in the Plan as of December
31, 1999.
Item 5. Administration of the Plan
(a) The Plan provides that a Committee of three persons be appointed to
administer the Plan. The Committee, the Blue Bell Pension and Profit
Sharing Committee, is comprised of the following officers of the
Corporation: Robert Matthews, President - VF Workwear, Inc., Donald
Laws, President - Western/Rugged Wear, division of VF Jeanswear, Inc.,
and Louis J. Fecile, Vice President - Employee Benefits - VF
Corporation. Each of these individuals is an employee of VF Corporation
(the Corporation). The Committee has the power to adopt rules and
regulations for carrying out and administering the Plan and has the
full authority and power to construe, interpret and administer the
Plan. Committee members receive no compensation from the Plan.
(b) All expenses of administration of the Plan, including Trustee fees, are
paid by the Plan.
2
<PAGE> 3
Item 6. Custodian of Investments
(a) The Corporation has entered into a Trust Agreement under which Fidelity
Management Trust Company, 300 Puritan Way, Marlboro, MA 01752, has been
appointed as Trustee under the Plan. Under the terms of the Trustee
Agreement, Fidelity Management Trust Company holds and invests all
assets of the Plan with the exception of the Fixed Income Fund trusteed
by UMB Bank, n.a., subject to the direction of each of the participants
of the Plan regarding their investment fund or funds.
(b) The custodian's compensation is paid by the Plan.
(c) No bond was furnished or is required to be furnished by the Trustee.
Item 7. Reports to Participating Employees
Each participant receives a quarterly statement showing the market values of
investments as of the end of each quarter.
Item 8. Investment of Funds
Each participant by using the Fidelity Voice Response System or their internet
site may direct Fidelity to invest his/her own contributions in one or more of
the following funds:
- Money Market Fund
- Fixed Income
- Balanced Fund
- Equity Growth & Income Fund
- Index 500 Fund
- Dividend Growth Fund
- Small-Cap Value Fund
- Small-Cap Growth Fund
- Foreign Fund
- VF Corporation Common Stock Fund (investing in common stock of the
Corporation)
- Mutual Fund Window
Brokerage commissions of $9,464, $14,800, and $2,042 for the years ended
December 31, 1999, 1998 and 1997 were paid by the Trustee to acquire and sell
the Corporation's common stock for the Plan.
3
<PAGE> 4
Item 9. Financial Statements and Exhibits
<TABLE>
<CAPTION>
(a) Financial Statements Page No.
<S> <C>
Report of Independent Accountants 6
Statements of Net Assets Available for Benefits,
December 31, 1999 and 1998 7
Statements of Changes in Net Assets Available for Benefits -
For the Years Ended December 31, 1999, 1998 and 1997 8
Notes to Financial Statements 9
Supplemental Schedules*:
Line 27a - Schedule of Assets Held for Investment
Purposes 15
Line 27d - Schedule of Reportable Transactions
16
* - Other schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and
Disclosure under ERISA have been omitted because they are not
applicable.
(b) Exhibits
Exhibit 23.1 - Consent of Independent Accountants 17
</TABLE>
4
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Blue
Bell Pension & Profit Sharing Committee has duly caused this annual report to
be signed by the undersigned thereunto duly authorized.
Blue Bell Savings, Profit Sharing and Retirement Plan
By: /s/ Louis J. Fecile
-----------------------------------
Louis J. Fecile
Vice President - Employee Benefits
VF Corporation
Date: April 24, 2000
5
<PAGE> 6
Report of Independent Accountants
Blue Bell Pension Committee
Blue Bell Savings, Profit Sharing and Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Blue Bell Savings, Profit Sharing and Retirement Plan (the "Plan") at
December 31, 1999 and December 31, 1998, and the changes in net assets available
for benefits for the three years ended December 31, 1999 in conformity with
accounting principles generally accepted in the United States. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 28, 2000
6
<PAGE> 7
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31
ASSETS 1999 1998
- ------ ---- ----
<S> <C> <C>
Investments, at fair value
VF Corporation Common Stock - $ 12,215,370 $ 22,792,594
407,179 shares in 1999
486,242 shares in 1998
Other securities 187,520,604 180,137,617
------------ ------------
Total investments 199,735,974 202,930,211
------------ ------------
Dividends and interest receivable 0 2,738,483
------------ ------------
TOTAL ASSETS 199,735,974 205,668,694
------------ ------------
LIABILITIES
- -----------
Accrued Expenses 0 180,262
------------ ------------
TOTAL LIABILITIES 0 180,262
------------ ------------
Net Assets Available for Benefits $199,735,974 $205,488,432
============ ============
</TABLE>
See notes to financial statements.
7
<PAGE> 8
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Investment income
Interest $ 1,846,177 $ 2,667,976 $ 621,733
Income from VF Corporation Common Stock,
mutual funds and bank common trust funds 7,124,604 7,898,687 9,540,805
------------- ------------- -------------
8,970,781 10,566,663 10,162,538
------------- ------------- -------------
Withdrawals (19,906,823) (8,869,337) (7,951,720)
Expenses 45,032 (189,117) (162,703)
Net realized and unrealized appreciation in
fair value of investments 5,138,552 19,019,351 24,150,836
------------- ------------- -------------
Net increase (decrease) (5,752,458) 20,527,560 26,198,951
Net assets available for benefits
at beginning of year 205,488,432 184,960,872 158,761,921
------------- ------------- -------------
Net assets available for benefits
at end of year $ 199,735,974 $ 205,488,432 $ 184,960,872
============= ============= =============
</TABLE>
See notes to financial statements.
8
<PAGE> 9
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF THE PLAN
General - The Plan is an employee contributory defined contribution plan
covering all salaried employees of Blue Bell, Inc. and certain subsidiaries (the
"Company") who met age and service requirements and were employed prior to
September 30, 1988. VF Corporation ("VF") assumed responsibility for sponsorship
of the plan following VF's acquisition of Blue Bell, Inc. The Plan is a frozen
plan, under which participants no longer accrue benefits but that will remain in
existence as long as necessary to pay accrued benefits. It is subject to
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Details of the Plan are available in the booklet "Blue Bell Savings, Profit
Sharing and Retirement Plan".
Vesting - The Plan is frozen, and all participants are fully vested. No further
contributions have or will be made by either the Company or participants.
Participant Accounts - Each participant's account is credited with earnings.
Earnings are based upon the balance each of the participants has in each of the
respective funds.
Employee accounts are invested at the direction of the employee in one or more
of the funds administered by the Plan's trustees. All Plan assets are trusteed
by Fidelity Management Trust Company with the exception of the Fixed Income
Fund which is trusteed by UMB Bank, n.a. Members have the opportunity to change
investment elections daily. A member's investment election will continue in
effect until changed by the member pursuant to a subsequent investment
election. The investment programs of the Plan are as follows:
(a) Money Market Fund: Monies are invested in a money market fund.
(b) Fixed Income Fund: Monies are invested in investments that
provide a fixed rate of return.
(c) Balanced Fund: Monies are invested in investments to obtain as
much income as possible, consistent with the preservation and
conservation of capital.
(d) Equity Growth & Income Fund: Monies are invested in
investments that are currently paying dividends and/or offer
prospects for growth of capital and future income, with
emphasis on capital appreciation.
(e) Index 500 Fund: Monies are invested in the 500 stocks that
make up the S&P 500 Stock Price Index.
(f) Dividend Growth Fund: Monies are invested in stocks of
companies that have the potential to increase the amount of
their dividends or begin paying them if none are being paid
now.
(g) Small-Cap Value Fund: Monies are invested in U.S. common
stocks of small companies whose price is under valued.
(h) Small-Cap Growth Fund: Monies invested in small and medium
size companies with under valued assets or favorable growth
prospects.
(i) Foreign Fund: Monies are invested in stocks and debt
obligations of companies and governments outside the United
States.
9
<PAGE> 10
(j) VF Corporation Common Stock Fund: Monies are invested in
Common Stock of the Corporation purchased at prevailing prices
on the New York Stock Exchange on the date of purchase.
Employees can direct no more than 50% of their contributions
to the VF Corporation Common Stock Fund.
(k) Mutual Fund Window: The option allows participants to select
from over 160 mutual funds offered through Fidelity
Investments Funds Net Program and additional Fidelity Fund
options.
The number of participants in each fund was as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998
---- ----
<S> <C> <C>
Money Market Fund 370 389
Fixed Income Fund 629 693
Balanced Fund 255 307
Equity Growth & Income Fund 873 988
Index 500 Fund 740 777
Dividend Growth Fund 6 0
Small-Cap Value Fund 118 129
Small-Cap Growth Fund 158 149
Foreign Fund 152 152
VF Corporation Common Stock Fund 700 810
</TABLE>
The total number of participants in the Plan was less than the sum of
participants shown above because many were participating in more than one fund.
Distributions - Distributions to participants or their beneficiaries are payable
at the time of normal retirement, early retirement for those who qualify,
qualifying layoff, death, or disability while employed by the Company. In
addition, participants are entitled annually to withdraw the lesser of up to 25%
of their individual account balance or $10,000, for any reason. Various methods
are available for settlement of a participant's vested account balance including
lump-sum cash settlement, periodic payments, and purchase of an annuity.
Distributions are recorded when paid.
Plan Termination - Although it has no intent to do so the Board of Directors of
the Company may amend, modify, or terminate the Plan at any time. In the event
the Plan is terminated, each member is entitled to his proportionate share of
net assets available for benefits as of the termination date.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
General - Administrative expenses of the Plan are charged to the Plan. Purchases
and sales of securities are recorded on a trade date basis.
Investments are stated at fair value. Securities traded on a national securities
exchange are valued at the last reported sales price on the last business day of
the plan year. The fair value of the participation units owned by the Plan in
mutual funds and bank common trust funds is based on quoted redemption values on
the last business day of the plan year. Fair Value for group insurance contracts
with life insurance companies approximates contract value. Contract value
represents contributions made under the contract, plus interest at the contract
rate, less administrative expenses charged by the insurance companies and less
benefits paid. Purchases and sales of securities, including gains and losses
thereon, are recorded as of the trade date. Dividends are recorded on the
ex-dividend date.
10
<PAGE> 11
The Plan presents in the statement of changes in net assets the net appreciation
(depreciation) in the fair value of its investments, which consists of realized
gains or losses and unrealized appreciation or depreciation on those
investments. Realized gains or losses are calculated on an average cost basis.
Use of Estimates: In preparing financial statements in accordance with generally
accepted accounting principles, management makes estimates and assumptions that
affect amounts reported in the financial statements and accompanying notes.
Actual results may differ from those estimates.
Payment of Benefits: Benefits are recorded when paid.
New Accounting Pronouncements: The Company has adopted the provision of SOP
99-3, "Accounting for a Reporting of Certain Employee Benefit Plan Investments
and Other Disclosure Matters." The statement states that a defined contribution
pension plan that provides participant-directed investment programs is no longer
required to disclose amounts relating to those individual programs as a separate
fund in the financial statements in columnar form, or in the related
disclosures, or by separate financial statements for each program as required by
Practice Bulletin 12, "Reporting Separate Investment Fund Option Information of
Defined Contribution Pension Plans." Additionally, defined contribution pension
plans are no longer required to present participant-directed plan investments in
the statement of net assets available for benefits by general type.
Reclassifications: Certain amounts included in the prior year financial
statements have been reclassified to conform to current year presentation.
11
<PAGE> 12
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C - INCOME TAXES
The Internal Revenue Service has ruled by letter dated March 5, 1987 that the
Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and is,
therefore, not subject to tax under present income tax law. Once qualified, the
Plan is required to operate in conformity with the IRC to maintain its
qualification. The Plan has been amended since receiving a tax determination
letter. However, the Pension Administrative Committee is not aware of any course
of action or series of events that have occurred that might adversely affect the
Plan's qualified status. The Plan has been amended since receiving the
determination letter. However, the Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and is currently being operated in
compliance with the applicable requirements of the IRC.
NOTE D - INVESTMENTS
The fair value of individual investments that represent 5% or more of the Plan's
net assets available for benefits are as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
VF Corporation Common Stock $12,533,495 $22,792,594
(407,179 and 486,242 shares)
Wachovia Diversified Fixed Income Fund 0 21,964,538
(96,008 shares)
Wachovia Diversified GIC Fund 0 14,640,485
(69,515 shares)
Fidelity Growth & Income Fund 52,402,777 66,417,407
(1,111,169 and 1,448,896 shares)
Fidelity Puritan Fund 10,738,386 18,182,547
(564,287 and 905,957 shares)
Vanguard Institutional Index Fund 0 34,156,487
(302,672 shares)
Fidelity US Equity Index Pool 35,903,211 0
(853,619 shares)
Procapp Fixed Income Fund 49,514,903 0
(4,859,166 shares)
</TABLE>
12
<PAGE> 13
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
NOTE D -- INVESTMENTS
Net realized and unrealized appreciation (depreciation) in fair value of
investments included in Plan equity includes the following:
<TABLE>
<CAPTION>
Net Realized & Unrealized
Appreciation (Depreciation) in Fair Value
Fair Value for the Year Ended December 31 at December 31
1999 1998 1997 1999 1998 1997
------------ ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Fair value as determined by
Quoted market or stated
Redemption price:
VF Corporation Common Stock $ (7,080,458) $ 168,515 $ 7,488,332 $ 12,215,370 $ 22,792,594 $ 27,783,657
Mutual funds and
bank common trust funds 12,219,010 18,850,836 16,662,504 187,520,604 180,137,616 154,749,905
------------ ----------- ------------ ------------ ------------ ------------
$ 5,138,552 $19,019,351 $ 24,150,836 $199,735,974 $202,930,210 $182,533,562
============ =========== ============ ============ ============ ============
</TABLE>
13
<PAGE> 14
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
NOTE TO FINANCIAL STATEMENTS (Continued)
NOTE E - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Net assets available for benefits per the financial
statements $199,735,974 $205,488,432
Less amounts allocated to withdrawing participants 0 869,934
------------ ------------
Net assets available for benefits per Form 5500 $199,735,974 $204,618,498
============ ============
</TABLE>
The following is a reconciliation of withdrawals paid to participants per the
financial statements to Form 5500:
<TABLE>
<CAPTION>
1999
----
<S> <C>
Withdrawals paid to participants per the financial statements $19,906,823
Add amounts allocated to withdrawing participants at December 31, 1999 0
Less amounts allocated to withdrawing participants at December 31, 1998 (869,934)
-----------
withdrawals paid to participants per Form 5500 $19,036,889
===========
</TABLE>
14
<PAGE> 15
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
Line 27(a) Schedule of Assets Held for Investment Purposes
At December 31, 1999
INVESTMENTS HELD AT DECEMBER 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, NUMBER OF CURRENT
LESSOR, OR SIMILAR PARTY SHARES COST VALUE
- ------------------------ ------ ---- -------
<S> <C> <C> <C>
Fidelity Puritan Fund 564,287 $ 10,141,553 $ 10,738,386
Fidelity Growth & Income Fund 1,111,170 29,102,596 52,402,777
Fidelity Diversified International Fund 197,710 4,084,165 5,065,324
Fidelity Dividend Growth Fund 7,460 210,796 216,274
Fidelity Retirement Money Market Portfolio 7,158,881 7,158,881 7,158,881
Fidelity U.S. Equity Index Commingled Pool 853,619 32,208,825 35,903,211
Baron Asset Fund 100,689 3,024,263 5,917,550
Longleaf Small Cap Fund 135,382 3,018,398 2,734,725
ProCapp Fixed Income Fund 4,859,166 48,638,539 49,514,903
VF Corporation Common Stock 407,179 4,181,778 12,215,370
Mutual Fund Window N/A 18,195,903 17,868,573
------------ ------------
$159,965,697 $199,735,974
============ ============
</TABLE>
15
<PAGE> 16
BLUE BELL SAVINGS, PROFIT SHARING AND RETIREMENT PLAN
Line 27(d) Schedule of Reportable Transactions
Year Ended December 31, 1999
No transactions required to be reported.
16
<PAGE> 1
Consent of Independent Accountants for Form 11-K
We hereby consent to the incorporation by reference in (1) Post-Effective
Amendment No. 1 to Registration Statement No. 33-41241 on Form S-8; and (2)
Registration Statement No. 333-72267 on Form S-8 of VF Corporation of our report
dated March 28, 2000 relating to the financial statements of the Blue Bell
Savings, Profit Sharing and Retirement Plan, which appears in this Form 11-K.
/s/ PricewaterhouseCoopers LLP
Greensboro, North Carolina
March 28, 2000
17
