V F CORP /PA/
S-4, EX-99.5, 2000-11-30
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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                                                                    Exhibit 99.5

                     INSTRUCTION TO REGISTERED HOLDER AND/OR
               BOOK-ENTRY TRANSFER FACILITY PARTICIPANT FROM OWNER
                                       OF
                                V.F. CORPORATION


                         8.10% Notes Due October 1, 2005
                       and 8.50% Notes Due October 1, 2010
                         (collectively, the "Old Notes")


TO REGISTERED HOLDER AND/OR PARTICIPANT OF THE BOOK-ENTRY TRANSFER
FACILITY:


         The undersigned hereby acknowledges receipt of the Prospectus dated  ,
2000 (the "PROSPECTUS") of V.F. Corporation, a Pennsylvania corporation (the
"COMPANY"), and the accompanying Letter of Transmittal (the "Letter of
TRANSMITTAL"), that together constitute the Company's offer (the "EXCHANGE
OFFER"). Capitalized terms used but not defined herein have the meanings as
ascribed to them in the Prospectus or the Letter of Transmittal.

         This will instruct you, the registered holder and/or book-entry
transfer facility participant, as to the action to be taken by you relating to
the Exchange Offer with respect to the Old Notes held by you for the account of
the undersigned.

         The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (fill in amount):

         $            of the 8.10% Notes Due October 1, 2005
          -----------

         $            of the 8.50% Notes Due October 1, 2010
          -----------

         With respect to the Exchange Offer, the undersigned hereby instructs
you (check appropriate box):

/ / To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if any):
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         $            of the 8.10% Notes Due October 1, 2005
          -----------
         $            of the 8.50% Notes Due October 1, 2010
          -----------

/ / NOT to TENDER any Old Notes held by you for the account of the undersigned.

   If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations, that (i) the holder is
not an "affiliate" of the Company, (ii) any New Notes to be received by the
holder are being acquired in the ordinary course of its business, and (iii) the
holder has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of such New Notes. If
the undersigned is a broker-dealer that will receive New Notes for its own
account in exchange for Old Notes, it represents that such Old Notes were
acquired as a result of market- making activities or other trading activities,
and it acknowledges that it will deliver a prospectus meeting the requirements
of the Securities Act in connection with any resale of such New Notes. By
acknowledging that it will deliver and by delivering a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes, such broker-dealer is not deemed to admit that it is an "underwriter"
within the meaning of the Securities Act of 1933, as amended.

                                        2
<PAGE>   3
                                    SIGN HERE

Name of beneficial owner(s):
                             ---------------------------------------------------


Signature(s):
             -------------------------------------------------------------------


Name(s) (please print):
                       ---------------------------------------------------------


Address:
        ------------------------------------------------------------------------

--------------------------------------------------------------------------------


Telephone Number:
                 ---------------------------------------------------------------


Taxpayer Identification or Social Security Number:
                                                  ------------------------------

--------------------------------------------------------------------------------

Date:
     ---------------------------------------------------------------------------



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