TROPICAL SPORTSWEAR INTERNATIONAL CORP, S-1/A, 1997-10-23

TROPICAL SPORTSWEAR INTERNATIONAL CORP
S-1/A, 1997-10-23
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 1997

REGISTRATION NO. 333-33729
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

AMENDMENT NO. 2

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
FLORIDA 2325 59-3424305
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(813) 249-4900
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
MICHAEL KAGAN
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY
TROPICAL SPORTSWEAR INT'L CORPORATION
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(813) 249-4900
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:

<TABLE>
<C> <C>
MARTIN A. TRABER, ESQ. STEPHEN A. OPLER, ESQ.
TODD B. PFISTER, ESQ. MARK F. MCELREATH, ESQ.
FOLEY & LARDNER ALSTON & BIRD LLP
100 NORTH TAMPA STREET, SUITE 2700 ONE ATLANTIC CENTER
TAMPA, FLORIDA 33602 1201 WEST PEACHTREE STREET
(813) 229-2300 ATLANTA, GEORGIA 30309-3424
(404) 881-7000
</TABLE>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____

If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ____
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION -- DATED OCTOBER 23, 1997

PROSPECTUS
- --------------------------------------------------------------------------------

4,000,000 Shares

<TABLE>
<S> <C>
[TROPICAL
SPORTSWEAR INTL TROPICAL SPORTSWEAR INT'L CORPORATION
CORPORATION
(LOGO)]
</TABLE>

Common Stock
- --------------------------------------------------------------------------------

Of the 4,000,000 shares of common stock, par value $.01 per share (the "Common
Stock"), offered hereby, 1,600,000 shares are being sold by Tropical Sportswear
Int'l Corporation (the "Company") and 2,400,000 shares are being sold by certain
selling shareholders of the Company (the "Selling Shareholders"). The Company
will not receive any proceeds from the sale of shares of Common Stock by the
Selling Shareholders. See "Principal and Selling Shareholders."

Prior to this offering, there has been no public market for the Common Stock. It
is currently anticipated that the initial public offering price for the Common
Stock will be between $13.00 and $15.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial public
offering price.

The Company has applied for inclusion of the Common Stock in The Nasdaq Stock
Market's National Market (the "Nasdaq National Market") under the symbol "TSIC."

SEE "RISK FACTORS" ON PAGES 6 TO 11 FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS
THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
==================================================================================================================
Underwriting Proceeds to
Price to Discounts and Proceeds to Selling
Public Commissions(1) Company(2) Shareholders(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share......................... $ $ $ $
- ------------------------------------------------------------------------------------------------------------------
Total(3).......................... $ $ $ $
==================================================================================================================
</TABLE>

(1) The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by the Company estimated to be $320,000
and expenses payable by the Selling Shareholders estimated to be $480,000.
(3) The Selling Shareholders have granted the several Underwriters 30-day
over-allotment options to purchase, in the aggregate, up to 600,000
additional shares of Common Stock on the same terms and conditions set forth
above. If all such additional shares are purchased by the Underwriters, the
total Price to Public will be $ , the total Underwriting Discounts
and Commissions will be $ , the total Proceeds to Company will be
$ and the total Proceeds to Selling Shareholders will be
$ . See "Underwriting."
- --------------------------------------------------------------------------------

The shares of Common Stock are offered by the several Underwriters subject to
delivery by the Company and the Selling Shareholders and acceptance by the
Underwriters, to prior sale and to withdrawal, cancellation or modification of
the offer without notice. Delivery of the shares to the Underwriters is expected
to be made at the office of Prudential Securities Incorporated, One New York
Plaza, New York, New York, on or about October , 1997.

PRUDENTIAL SECURITIES INCORPORATED OPPENHEIMER & CO., INC.

October , 1997
<PAGE> 3

[Cover of Prospectus: Background picture containing close-up of several pairs of
white pants, one of which bears the TSI logo over the back pocket.]

[Cover Flap: Picture of mens' casual shirt bearing the Banana Joe(TM) label. Two
snapshots, one of a PC computer and several pairs of pants and another of the
Company's cutting facility with several stacks of pants in the foreground, are
inlaid on the left-hand and right-hand sides of the shirt. The TSI logo is at
the top of the page.]

[Inside Spread Left: Picture of two men wearing casual dress wear standing next
to a seated woman. The TSI logo is above the picture and the Bill Blass(R),
Michelangelo Buonarroti(R), Bay to Bay(R) and Generra(R) labels surround the
picture.]

[Inside Spread Right: Picture of two men wearing casual wear standing beside an
off-road vehicle containing a woman reading a map. The TSI logo is above the
picture and the Bay to Bay(R), Flyers(TM), Bill Blass(R), and Authentic Chino
Casuals(R) labels border the other three sides of the picture.]

[Inside Back Cover: Picture of man and dog sitting on the front of a truck. The
man is wearing blue jeans and a tee-shirt. The TSI logo is above the picture and
the Bill Blass(R), Texas Jeans(TM) and Two Pepper(TM) jeanswear labels are on
the lower left-hand and right-hand sides of the picture].

[Back Cover: Faint background picture of a man and a woman wearing casual
outdoor wear, with tags for Tahoe River Outfitters(TM) and U.S. Trading
Company(TM) in the lower left-hand corner and upper right-hand corner,
respectively. The TSI patch logo is set forth in the upper right-hand corner of
the page.]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING PURCHASES OF COMMON STOCK TO STABILIZE ITS MARKET PRICE, PURCHASES OF
COMMON STOCK TO COVER SOME OR ALL OF A SHORT POSITION IN THE COMMON STOCK
MAINTAINED BY THE UNDERWRITERS, AND THE IMPOSITION OF PENALTY BIDS. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Unless otherwise indicated, the
information in this Prospectus (i) reflects the consummation of a tax-free
reorganization of the Company (the "Reorganization") to become effective prior
to the closing of this offering (the "Offering") and (ii) assumes that the
Underwriters' over-allotment options will not be exercised. See
"Business -- Reorganization."

THE COMPANY

The Company produces high quality casual and dress men's apparel and
provides major apparel retailers with comprehensive brand management programs.
The Company's programs currently feature pants, shorts and denim jeans that are
marketed under Company brands, private brands and licensed brand names. The
Company distinguishes itself from traditional private label manufacturers by
providing apparel retailers with customer, product and market analysis, apparel
design, merchandising, and inventory forecasting. The Company markets its
apparel through all major retail distribution channels, including department and
specialty stores, catalog retailers, discount merchants and wholesale clubs. Key
customers include Dayton Hudson, Federated Department Stores (including
Bloomingdale's and Macy's), JC Penney, May Co., Nordstrom, Phillips-Van Heusen,
Price/Costco and Sam's Club (a division of Wal-Mart). The Company's mission is
to provide total customer satisfaction through a combination of quality, value
and technology. Management believes that the Company provides its customers with
high quality apparel and services supported by a commitment to advanced
information, design and production technologies, and unique merchandising and
operating strategies.

The Company's apparel line focuses on basic, recurring styles that the
Company believes are less susceptible to fashion obsolescence and less seasonal
in nature than fashion styles. All of the Company's products are derived from
six production platforms, or "chassis," each of which incorporates basic
features requiring distinct manufacturing processes, such as inclusion of an
elastic waistband, jeansband or button-flap pockets. The six basic chassis are
modified to produce separate styles through variations in cut, fabric and
finish. This process enables the Company to achieve manufacturing simplicity and
efficiencies while producing a wide variety of products through distinctions in
color and style. All products receive customer-specific labeling and packaging
upon receipt of confirmation of a customer order. As a result, a common SKU
(i.e. style, color and size), differentiated only by labeling and packaging, can
be sold by both a high-end department store and a mass merchant at different
retail price points. This merchandising strategy offers quick-response execution
of customer orders without the associated risk of carrying customer-specific
inventories. During the fiscal year ended September 28, 1996 ("Fiscal 1996"),
fifteen styles marketed under approximately 80 labels accounted for over 90% of
the Company's net sales. These labels include Company brands such as Bay to
Bay(R) and Banana Joe(TM), private brands such as Flyers(TM) and Flying A(R) and
licensed brand names such as Bill Blass(R) and Generra(R).

The Company manages the manufacture of substantially all of its products
utilizing its approximately 300,000 square foot state-of-the-art fabric cutting,
product labeling and distribution facilities located in Tampa, Florida, and
independent garment assembly contractors located primarily in the Dominican
Republic. The Company also sources certain finished garments from independent
manufacturers located in Mexico, the Pacific Rim and the Middle East. The
Company believes that its commitment to the use of independent contractors in
the Dominican Republic anticipated the trend in the industry toward the use of
the Caribbean and Mexico for production. The Company believes the establishment
of its name and reputation in this area gives it a distinct competitive
advantage. The Company utilizes advanced technology in all aspects of its
business, including apparel design, materials sourcing, production planning and
logistics, customer order entry and sales demand forecasting. The Company's
dedication to technology produces greater efficiencies throughout the production
process and results in high-quality products, low-cost production and enhanced
customer order execution.
3
<PAGE> 5

The Company seeks to become "The Leader in Private Brand"(TM) by being the
leading marketer of private brand sportswear in its product categories across
all retail channels. The key elements of the Company's business strategy are:
(i) a focus on providing private brand programs to major retailers; (ii) a
commitment to superior quality operations; (iii) an adherence to standard
operating procedures; (iv) the application of advanced technology; (v) a focus
on core production chassis; (vi) the use of low-cost production; (vii) a
commitment to total customer satisfaction; and (viii) the minimization of
inventory risk. The Company intends to grow sales and earnings through both
internal growth and acquisitions. The Company believes that it is well
positioned to take advantage of current industry trends including: (i) greater
demand for high quality private brand apparel; (ii) a shift toward consumer
casual dress; (iii) an inflow of manufacturers into the Dominican Republic in
order to take advantage of relatively inexpensive labor, better quality
production, and shorter transportation periods; and (iv) a trend among retailers
to outsource their inventory management while still demanding quick response
time for their customers.

Over the past five years, the Company has experienced significant financial
growth. The Company's net sales increased from $66.7 million in the fiscal year
ended October 3, 1992 ("Fiscal 1992") to $117.4 million in Fiscal 1996, a
compound annual growth rate of 15.2%. Net sales through the first thirty-nine
weeks of the fiscal year ending September 27, 1997 ("Fiscal 1997") increased
33.5% to $115.6 million from $86.6 million for the comparable period in Fiscal
1996. Net income increased at a compound annual growth rate of 21.2% from $2.4
million in Fiscal 1992 to $5.2 million in Fiscal 1996. Net income through the
first thirty-nine weeks of Fiscal 1997 was $6.2 million as compared to $3.5
million for the comparable period in Fiscal 1996.

The Company was founded in 1927. Pursuant to a tax-free reorganization
consummated prior to the closing of the Offering, the Company was merged into a
newly-formed corporation organized under the laws of the State of Florida on
January 27, 1997. See "Business -- Reorganization." The Company's executive
offices are located at 4902 West Waters Avenue, Tampa, Florida 33634-1302, and
its telephone number is (813) 249-4900.

THE OFFERING

Common Stock Offered by the Company......... 1,600,000 shares

Common Stock Offered by the Selling
Shareholders................................ 2,400,000 shares

Common Stock to be Outstanding after the
Offering.................................... 7,600,000 shares(1)

Use of Proceeds............................. To redeem the Company's
outstanding preferred stock and
to repay outstanding
indebtedness. See "Use of
Proceeds."

Proposed Nasdaq National Market Symbol...... TSIC
- ---------------

(1) Excludes (i) 60,000 shares of Common Stock issuable upon exercise of stock
options granted in December 1996 and January 1997, (ii) 500,000 shares of
Common Stock reserved for issuance under the Company's 1997 Employee Stock
Option Plan, pursuant to which options to purchase 300,000 shares will be
granted immediately upon the completion of the Offering, and (iii) 200,000
shares of Common Stock reserved for issuance under the Company's 1997
Non-Employee Director Stock Option Plan, pursuant to which options to
purchase 60,000 shares will be granted immediately upon the completion of
the Offering. See "Management -- Stock Option Plans."
4
<PAGE> 6

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
FISCAL YEAR ENDED ENDED
-------------------------------------------------------------------- ---------------------
OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1992(1) 1993 1994 1995 1996 1996 1997
---------- ---------- ---------- ------------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF INCOME DATA:
Net sales................. $ 66,683 $ 74,271 $ 100,359 $ 110,064 $ 117,355 $ 86,593 $ 115,608
Gross profit.............. 13,354 16,545 24,682 22,206 26,223 18,626 27,281
Selling, general and
administrative
expenses................ 9,886 11,071 14,291 15,060 15,189 10,754 14,745
Operating income.......... 3,468 5,474 10,391 7,146 11,034 7,872 12,536
Interest expense.......... 1,530 1,644 2,115 3,160 2,498 1,880 2,263
Income before income
taxes................... 1,125 2,314 8,591 2,985 7,916 5,359 9,685
Net income(2)............. $ 2,397 $ 1,368 $ 4,978 $ 2,160 $ 5,171 $ 3,527 $ 6,167
Net income per share(2)... $ 0.40 $ 0.23 $ 0.83 $ 0.36 $ 0.86 $ 0.59 $ 1.03
Weighted average number of
shares used in the
calculation(3).......... 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000
PRO FORMA DATA:
Pro forma net income per
share(5)................ $ .81 $ .56 $ .91
========= ========= =========
Pro forma weighted average
number of shares used in
the calculation......... 7,615,000 7,615,000 7,615,000
</TABLE>

<TABLE>
<CAPTION>
JUNE 28, 1997
----------------------------
ACTUAL AS ADJUSTED(4)
----------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Working capital............................................. $33,904 $33,904
Total assets................................................ 71,412 71,412
Long-term debt and obligations under capital leases,
excluding current maturities.............................. 29,740 13,091
Total shareholders' equity.................................. 24,549 41,198
</TABLE>

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

(1) Operating results for Fiscal 1992 contain 53 weeks. All other fiscal years
contain 52 weeks.
(2) Net income for the fiscal year ended October 3, 1992 includes the $350,000
($0.06 per share) positive impact of a change in accounting method for
income taxes.
(3) Computed on the basis described in Notes to Consolidated Financial
Statements.
(4) As adjusted to give effect to the sale of the 1,600,000 shares of Common
Stock being offered by the Company hereby (assuming an initial public
offering price of $14.00 per share) after deducting underwriting discounts
and commissions and the estimated Offering expenses payable by the Company
and the application of the net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."
(5) Pro forma net income per share is based on net income per share adjusted for
a pro forma reduction in interest expense of $1,577,000, $1,183,000 and
$1,136,000 less the related tax effect ($565,000, $424,000 and $407,000) for
Fiscal 1996 and the thirty-nine weeks ended June 29, 1996 and June 28, 1997,
respectively, associated with the portion of proceeds to be used to retire
indebtedness (see "Use of Proceeds" and "Capitalization"), divided by the
number of common and common equivalent shares to be outstanding after this
Offering (7,615,000 shares).
5
<PAGE> 7

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should consider carefully the following
risk factors, as well as the other information set forth in this Prospectus, in
evaluating an investment in the Common Stock offered hereby.

This Prospectus contains statements that constitute forward-looking
statements. Those statements appear in a number of places in this Prospectus and
include statements regarding the intent, belief or current expectations of the
Company, its directors or its officers with respect to, among other things: (i)
the Company's backlog and sales; (ii) potential acquisitions by the Company;
(iii) the use of the proceeds of the Offering; (iv) the Company's financing
plans; (v) trends affecting the Company's financial condition or results of
operations; (vi) the Company's growth strategy, operating strategy and financing
strategy; (vii) the declaration and payment of dividends; (viii) regulatory
matters affecting the Company; and (ix) the outcome of certain litigation
involving the Company. Prospective investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
risks and uncertainties, and that actual results may differ materially from
those projected in the forward looking statements as a result of various
factors. The accompanying information contained in this Prospectus, including,
without limitation, the information set forth under the headings "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business," identifies important factors that could cause such
differences.

RELIANCE ON KEY CUSTOMERS. Sales to the Company's five largest customers
represented approximately 69.4%, 72.4% and 66.6% of net sales during the
thirty-nine weeks ended June 28, 1997 and the fiscal years ended September 28,
1996 ("Fiscal 1996") and September 30, 1995 ("Fiscal 1995"), respectively. Sales
to Wal-Mart Stores, Inc. ("Wal-Mart"), including its Sam's Clubs Division
("Sam's Club"), Costco Companies, Inc. ("Price/Costco") and Phillips-Van Heusen
Corporation ("Phillips-Van Heusen") accounted for approximately 30.5%, 17.7% and
9.9%, respectively, of net sales during the thirty-nine weeks ended June 28,
1997. Sales to Wal-Mart (including Sam's Club), Price/Costco and Phillips-Van
Heusen accounted for approximately 25.9%, 16.6% and 13.8%, respectively, of net
sales during Fiscal 1996. Sales to Phillips-Van Heusen, Wal-Mart (including
Sam's Club), JC Penney Company, Inc. ("JC Penney") and Price/Costco accounted
for approximately 18.3%, 15.4%, 15.3% and 13.9%, respectively, of net sales
during Fiscal 1995. The Company does not have long-term contracts with any of
its customers, and sales to customers generally occur on an order-by-order
basis. These customer orders are subject to certain rights of cancellation and
rescheduling by the customer or by the Company. Accordingly, the level of
unfilled orders at any given time may not be indicative of eventual actual
shipments. In addition, the Company's inability to timely fulfill customer
orders may cause it to cancel or reschedule such orders, which may materially
and adversely affect the Company's relationships with its customers. A decrease
in business from, or the loss of, any of its major customers could have a
material adverse effect on the Company's business and results of operations. The
Company's future financial condition and results of operations will depend to a
significant extent upon the commercial success of its major customers and their
continued willingness to purchase the Company's products. Any significant
downturn in the business of the Company's major customers or their commitment to
the Company's programs could cause those customers to reduce or discontinue
their purchases from the Company, which could have a material adverse effect on
the Company's business and results of operations. See "Business -- Customers and
Customer Service."

APPAREL INDUSTRY. The apparel industry has historically been subject to
cyclical variations, and a recession in the general economy or uncertainties
regarding future economic prospects that affect consumer spending habits could
have a material adverse effect on the Company's business and results of
operations. The Company believes that its success depends in large part upon its
ability to anticipate, gauge and respond to changing consumer demands and
fashion trends in a timely manner. Failure by the Company to identify and
respond appropriately to changing consumer demands and fashion trends could
adversely affect consumer acceptance of the Company's products and may have a
material adverse effect on the Company's business and results of operations.
Additionally, apparel retailers have experienced significant changes and
difficulties over the past several years, including consolidation of ownership,
increased centralization of buying decisions, restructurings, bankruptcies and
liquidations. During past years, various apparel retailers, including some of
the Company's customers, have experienced financial problems that have increased
the risk of extending

6
<PAGE> 8

credit to such retailers. Financial problems with respect to any of the
Company's customers could cause the Company to reduce or discontinue business
with such customers or require the Company to assume more credit risk relating
to such customers' receivables, either of which could have a material adverse
effect on the Company's business and results of operations. See
"Business -- Industry."

COMPETITION. The apparel industry is highly competitive and the Company
competes with numerous apparel manufacturers, including brand name and private
label producers, and retailers that have established, or may establish, internal
product development and sourcing capabilities. The Company's products also
compete with a substantial number of designer and non-designer product lines.
Many of the Company's competitors and potential competitors have greater
financial, manufacturing and distribution resources than the Company. Although
factors may differ by product line, the Company believes that it competes
primarily on the basis of quality of design and workmanship, price and customer
service. Any increased competition from manufacturers or retailers, or any
increased success by existing competition, could result in reductions in unit
sales or prices, or both, which could have a material adverse effect on the
Company's business and results of operations.

DEPENDENCE ON INTELLECTUAL PROPERTY; RISK OF INFRINGEMENT CLAIMS. The
Company uses a number of trademarks, certain of which the Company has registered
with the United States Patent and Trademark Office. The Company believes that
its registered and common law trademarks and other proprietary rights are
important to its success and its competitive position. The Company experiences,
from time to time, challenges to the use or registration of certain of its
trademarks and use of its trade dress. A major manufacturer and retailer of
sportswear recently brought suit against the Company alleging, among other
things, that a Company trademark and the trade dress used in the labeling and
packaging of certain of the Company's products infringe upon certain of such
third party's proprietary trademark and trade dress rights. The Company has also
received notice that such third party intends to seek to amend its complaint to
allege that certain trade dress used in the labeling and packaging of certain
other of the Company's products infringes upon certain other proprietary trade
dress rights of such third party. Although the outcome of the litigation cannot
be determined at this time and the Company would consider reasonable settlement
opportunities, the Company currently intends to vigorously defend against the
alleged infringement. Nevertheless, in an attempt to limit the Company's
liability, if any, with respect to such alleged infringement, the Company has
unilaterally altered the trademark and trade dress which are currently the
subject of this lawsuit. There can be no assurance, however, that the
modifications made to the subject trademark and trade dress do not infringe upon
such third party's rights or that such third party will not continue to seek to
recover damages and attorneys' fees from the Company with respect to the use of
this modified trademark and trade dress, or with respect to the trademark and
trade dress prior to modification. See "Business -- Legal Proceedings."
Additionally, there can be no assurance that the Company's other trademarks and
proprietary rights do not or will not violate the proprietary rights of others,
that they would be upheld if challenged or that the Company would not be
prevented, in such an event, from using its trademarks or other proprietary
rights, any of which could have a material adverse effect on the Company's
business and results of operations. In the event of litigation arising from
alleged infringement, any claiming party may have significantly greater
resources than the Company to pursue litigation of such claims, and the Company
could be forced to incur substantial costs to defend legal actions taken against
it relating to the Company's use of trademarks or other proprietary rights. In
addition, if any such third party is successful in challenging the Company's
trademarks or use of trade dress, the Company could be forced to pay significant
damages or required to enter into expensive royalty or licensing arrangements
with such third party. Accordingly, the Company's involvement in such litigation
could have a material adverse effect on the Company's business and results of
operations.

In addition, the Company uses various trademarks owned by other companies
in the promotion, distribution and sale of its products. It uses these
trademarks pursuant to licensing agreements. There can be no assurance that any
of the licensing agreements will not be terminated or will be renewed in the
future. In the event the Company is unable to use the trademarks of such other
companies in the future, the Company's business and results of operations may be
materially and adversely effected. See "Business -- Trademarks and Licenses."

DEPENDENCE ON KEY PERSONNEL. The Company is dependent on its executive
officers, in particular William W. Compton, the Company's Chairman of the Board
and Chief Executive Officer, Richard J.

7
<PAGE> 9

Domino, the Company's President, and Michael Kagan, the Company's Executive Vice
President, Chief Financial Officer, Treasurer and Secretary. These executives
are each a party to an employment agreement with the Company. The employment
agreement for each of Messrs. Compton and Kagan provides for an initial term of
five years from the completion of the Offering, with automatic renewals, and
further provides that, during the two-year period immediately following
termination of employment other than as a result of disability, Mr. Compton or
Mr. Kagan, as the case may be, will not engage in or have any impermissible
financial interest in or have any impermissible financial interest in any
business that is engaged in the merchandising, manufacturing, distribution or
marketing of men's casual pants, shorts and jeans. The employment agreement for
Mr. Domino provides for an initial term of three years, with automatic renewals,
and further provides that, if Mr. Domino resigns or is terminated for cause (as
defined in the employment agreement), he will not, during the one-year period
immediately following such termination, engage in or have any impermissible
financial interest in any business that is engaged in the merchandising,
manufacturing, distribution or marketing of men's casual pants, shorts and
jeans. The Company maintains $5.0 million in key man insurance on the life of
Mr. Compton and $2.5 million in key man insurance on the life of each of Messrs.
Domino and Kagan. The Company's continued success is also dependent upon its
ability to attract and retain qualified management, administrative and sales
personnel to support its future growth. The loss of the services of any of these
individuals, or the inability to attract and retain other qualified personnel,
could have a material adverse effect on the Company's business and results of
operations. See "Management."

RAPID EXPANSION OF THE BUSINESS. During the past five years, the Company
has experienced rapid growth in sales, expansion of its product offerings and an
increase in its customer base. Any future growth will require increasing amounts
of working capital and financing and may place a significant strain on the
Company's management and on its financial resources and information processing
systems. The failure to recruit additional staff and key personnel, to obtain
additional financing, to maintain or upgrade its information systems, or to
respond effectively to other difficulties associated with rapid expansion could
have a material adverse effect on the Company's business and results of
operations. The Company currently intends to make capital expenditures of up to
$5.0 million during the fiscal year ending October 3, 1998 ("Fiscal 1998") to
upgrade or replace certain of its existing computer systems, computer hardware
and software and for consulting and training relating to the new systems.
Although the Company does not intend to cease operations of its existing systems
until the new or upgraded systems are functional, if the Company were to
encounter unforseen difficulties or delays in implementing these new or upgraded
computer systems, such difficulties or delays could have a material adverse
effect on the Company's business and results of operations. The Company depends
on independent manufacturers for the assembly and/or production of all of its
products. Accordingly, the Company's ability to expand is dependent upon the
capacity and availability of suitable independent manufacturers. The Company's
ability to continue to grow in the future will also be dependent upon its
ability to expand into new product lines and categories, such as men's shirts.
No assurances can be given that such efforts, if made, will be successful. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business -- Growth Strategy" and "-- Facilities."

PRICE AND AVAILABILITY OF RAW MATERIALS. The principal fabrics used in the
Company's apparel consist of cotton, wool, synthetic and blended fabrics. These
fabrics, with the quality the Company requires, are available from a limited
number of suppliers. The prices paid by the Company for such fabrics are largely
dependent on the market prices for the raw materials used to produce them,
namely cotton, wool, rayon and polyester. The price and availability of such raw
materials and, in turn, the fabrics used in the Company's apparel may fluctuate
significantly, depending on a variety of factors, including crop yields and
weather patterns. In the event that the Company is required to obtain fabrics
from sources other than its current suppliers, the quality of available fabrics
also may fluctuate significantly. Fluctuations in the price, availability and
quality of the fabrics or other raw materials used by the Company could have a
material adverse effect on the Company's cost of sales or its ability to meet
its customers' demands and, as a result, could have a material adverse effect on
the Company's business and results of operations. There also can be no assurance
that the Company will be able to pass along to its customers all, or any portion
of, any future increases in the prices paid for the fabrics used in the
manufacture of the Company's products. See "Business -- Operations."

DEPENDENCE ON INDEPENDENT MANUFACTURERS. The Company utilizes independent
manufacturers to assemble or produce all of its products. The Company is
dependent upon the ability of its independent

8
<PAGE> 10

manufacturers to adequately finance the assembly or production of goods ordered
and maintain sufficient manufacturing capacity. The use of independent
manufacturers to assemble or produce finished goods and the resulting lack of
direct control could subject the Company to difficulty in obtaining timely
delivery of products of acceptable quality. The Company does not have contracts
with any of its independent manufacturers. Alternative manufacturers, if
available, may not be able to provide the Company with products or services of a
comparable quality at an acceptable price. There can be no assurance that there
will not be disruption in the supply of the Company's products from its
independent manufacturers or, in the event of a disruption, that the Company
would be able to locate suitable alternative manufacturers, and therefore the
failure of any independent manufacturer to perform or the loss of any
independent manufacturer could have a material adverse effect on the Company's
business and results of operations. See "Business -- Operations."

INTERNATIONAL SOURCING. During Fiscal 1996 and the thirty-nine weeks ended
June 28, 1997, all of the Company's products were assembled or produced by
independent manufacturers operating outside the United States. During Fiscal
1996, approximately 88.2%, 10.2% and 1.6% of the Company's products were
assembled or produced in the Dominican Republic, Mexico and Costa Rica,
respectively. During the thirty-nine weeks ended June 28, 1997, approximately
81.6%, 12.5% and 5.9% of the Company's products were assembled or produced in
the Dominican Republic, Mexico and the Pacific Rim, respectively. In addition,
the Company is beginning to use independent suppliers in the Middle East and
other regions of the world. Because all of the Company's products are assembled
or produced abroad, the Company is required to order products further in advance
to account for additional transportation time. If the Company overestimates
customer demand, it may be required to hold goods in inventory which it may be
unable to sell at historical margins; if it underestimates customer demand, the
Company may not be able to fill orders on a timely basis.

The Company currently uses approximately 25 manufacturers in the Dominican
Republic and has, in effect, exclusive arrangements with 12 of them. In several
cases, the manufacturer's operating facility carries the Company's name and/or
contains equipment that is owned by the Company. In addition, the Company
previously has loaned funds to certain developers and operators of manufacturing
facilities in the Dominican Republic and may guarantee loans to such developers
from time to time. The Company's involvement with and support of these
manufacturers could result in claims against the Company from vendors, employees
or other customers of such manufacturers. Any such claims could have a material
adverse effect on the Company's business and results of operations.

International manufacturing is subject to a number of other risks including
work stoppages, transportation delays and interruptions, delays and
interruptions resulting from natural disasters, political instability, economic
disruptions, the imposition of tariffs and import and export controls, changes
in governmental policies and other events. Any such adverse change could result
in loss of revenues, customer orders and customer goodwill and could have a
material adverse effect on the Company's business and results of operations.
Although the Company has historically contracted to assemble or produce
substantially all of its goods in U.S. dollars, reductions in the value of the
U.S. dollar could increase the prices that the Company pays for its products,
which increases the Company may not be able to pass on to its customers and,
therefore, could have a material adverse effect on the Company's business and
results of operations. See "Business -- Operations."

IMPORTS AND IMPORT RESTRICTIONS. Substantially all of the Company's import
operations are subject to the terms of bilateral textile agreements between the
United States and a number of countries, which agreements impose quotas on the
amount and type of goods that can be imported into the United States from these
countries. These agreements allow the United States to impose restraints at any
time on the importation of certain categories of merchandise. The Company's
imported products are also subject to United States customs duties, which in
Fiscal 1996 and the thirty-nine weeks ended June 28, 1997, represented
approximately 7.3% and 6.6%, respectively, of the Company's cost of sales. The
United States and the countries in which the Company's products are manufactured
may from time to time impose new quotas, duties, tariffs or other restrictions
or adversely adjust presently prevailing quotas, duties or tariffs. In addition,
the United States may impose penalties on imported products that are found to
have been manufactured by convict, forced or indentured labor and may withdraw
the "most favored nation" status of certain countries, which could result in the
imposition of reduced quotas and/or higher tariffs on products imported from
such countries. Any such new or adjusted restrictions could have a material
adverse effect on the Company's business and results of operations. See
"Business -- Imports and Import Regulations."

9
<PAGE> 11

CONTROL BY PRINCIPAL SHAREHOLDERS; ANTI-TAKEOVER CONSIDERATIONS. After the
Offering, William W. Compton, the Company's Chairman of the Board and Chief
Executive Officer, and Michael Kagan, the Company's Executive President and
Chief Financial Officer, will own or control approximately 12.4% and 7.5%,
respectively, of the outstanding shares of Common Stock. Moreover, Accel, S.A.
de C.V., a Mexican corporation ("Accel"), will own approximately 21.1% of the
outstanding shares of the Common Stock (19.7%, assuming that the Underwriters'
over-allotment options are exercised in full) and Shakale Internacional, S.A., a
corporation organized under the laws of Costa Rica ("Shakale"), will own
approximately 6.6% of the outstanding shares of the Common Stock (0.0%, assuming
that the Underwriters' over-allotment options are exercised in full). In
addition, pursuant to the Company's Amended and Restated Articles of
Incorporation, Accel currently has the right to nominate two persons to stand
for election to the Company's eight-member Board of Directors, and Shakale and
separate family limited partnerships controlled by Messrs. Compton and Kagan,
respectively, each currently has the right to nominate one person to stand for
election to the Company's eight-member Board of Directors. (In the event the
Underwriters' over-allotment options are exercised to such an extent that
Shakale's ownership falls below 5.0% of the outstanding Common Stock, the
Company's Board of Directors will be reduced automatically to seven members and
Shakale will not have any special nomination rights. As a result of such
reduction in the size of the Board, the seat presently occupied by David Garza
would cease to exist and, hence, Mr. Garza would no longer be a director of the
Company.) Moreover, Accel, Shakale and Messrs. Compton and Kagan and their
respective family limited partnerships have entered into a shareholder's
agreement pursuant to which, among other things, each of them has agreed to vote
the shares of Common Stock owned or controlled thereby for the election as
directors of the nominees of the other parties pursuant to their special
nomination rights. In light of the foregoing, such persons will effectively have
the ability to significantly influence the election of the Company's directors
and the outcome of all other issues submitted to the Company's shareholders.
Such persons, together with the staggered Board of Directors and the
anti-takeover effects of certain provisions contained in the Florida Business
Corporation Act and in the Company's Articles of Incorporation and Bylaws
(including, without limitation, the ability of the Board of Directors of the
Company to issue shares of Preferred Stock and to fix the rights and preferences
thereof), also may have the effect of delaying, deferring or preventing an
unsolicited change in the control of the Company, which may adversely affect the
market price of the Common Stock or the ability of shareholders to participate
in a transaction in which they might otherwise receive a premium for their
shares. See "Management," "Principal and Selling Shareholders" and "Description
of Capital Stock."

CREDIT FACILITIES. The Company needs significant working capital to
purchase inventory and finance accounts receivable and, consistent with industry
practice, is often required to post letters of credit when placing an order with
certain international manufacturers. Currently, a substantial portion of the
Company's working capital requirements are met through a $48 million credit
agreement with a bank (the "Credit Agreement"), which expires on September 30,
1998. Although the Company intends to use the proceeds that it receives from the
Offering to reduce the outstanding indebtedness under the Credit Agreement, the
Company's inability to extend or renew the Credit Agreement, or its inability to
secure similar credit arrangements or letters of credit in the future, could
have a material adverse effect on the Company's business or results of
operations. See "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

DEPENDENCE ON FACTORING OF ACCOUNTS RECEIVABLE. Historically, the Company
has sold substantially all of its trade accounts receivable to a factor which
assumes virtually all of the credit risk with respect to collection of such
accounts. The factor pays the Company the receivable amount upon the earlier of
(i) receipt by the factor of payment from the Company's customer or (ii) 120
days past the due date for such payment. The factor approves the credit of the
Company's customers prior to sale. If the factor disapproves a sale to a
customer and the Company decides to proceed with the sale, the Company bears the
credit risk. The factoring agreement expires on September 30, 1998. The
expiration of such agreement could have a material adverse effect on the
Company's business and results of operations if it could not be replaced
promptly. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources."

SEASONALITY. Historically, the Company's business has been seasonal, with
slightly higher sales and income in the second and fourth fiscal quarters, just
prior to and during the two peak retail selling seasons for

10
<PAGE> 12

spring and fall merchandise. In addition, certain of the Company's products,
such as shorts and corduroy pants, tend to be seasonal in nature. In the event
such products represent a greater percentage of the Company's sales in the
future, the seasonality of the Company's sales may be increased. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operation -- Seasonality."

SHARES ELIGIBLE FOR FUTURE SALE. Upon completion of the Offering, the
Company will have a total of 7,600,000 shares of Common Stock outstanding. Of
these shares, the 4,000,000 shares of Common Stock offered hereby (4,600,000
shares if the Underwriters' over-allotment options are exercised in full) will
be freely tradeable without restriction or registration under the Securities Act
by persons other than "affiliates" of the Company, as defined under the
Securities Act. The remaining shares of Common Stock outstanding will be
"restricted securities" as that term is defined by Rule 144 as promulgated under
the Securities Act. Upon completion of the Offering, the Company will have
options outstanding to purchase 420,000 shares of Common Stock. In addition,
options for the purchase of 200,000 and 140,000 additional shares will remain
available for issuance under the Company's Employee Stock Option Plan and
Non-Employee Director Stock Option Plan, respectively. See "Management -- Stock
Option Plans" and "Shares Eligible for Future Sale."

Under Rule 144 (and subject to the conditions thereof, including volume
limitations), all 3,600,000 restricted shares (3,000,000 restricted shares if
the Underwriters' over-allotment options are exercised in full) will become
eligible for sale after the Offering. However, all of such restricted shares are
also subject to lockup restrictions as described below. The holders of these
shares, which include certain of the Company's executive officers and directors,
have agreed that they will not, without the prior written consent of Prudential
Securities Incorporated, on behalf of the Underwriters, directly or indirectly,
offer, sell, offer to sell, contract to sell, pledge, grant any option to
purchase or otherwise dispose of or transfer (or announce any offer, sale, offer
of sale, contract of sale, pledge, grant of any option to purchase or other
disposition or transfer of) any shares of Common Stock or any other securities
convertible into, or exercisable or exchangeable for, shares of Common Stock or
other similar securities of the Company, currently beneficially owned or
hereafter acquired by such holders, for a period of 180 days from the date of
this Prospectus. After such 180-day period, this restriction will expire and
shares permitted to be sold under Rule 144 would be eligible for sale.
Prudential Securities Incorporated, on behalf of the Underwriters, may, in its
sole discretion, at any time and without prior notice, release all or any
portion of the shares of Common Stock subject to such agreements.

Prior to the Offering, there has been no public market for the Common Stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of additional shares of Common Stock will have on the
market price of the Common Stock. Nevertheless, sales of substantial amounts of
such shares in the public market, or the perception that such sales could occur,
could materially and adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise capital through an offering
of its equity securities. See "Shares Eligible for Future Sale."

NO PRIOR PUBLIC MARKET; VOLATILITY OF STOCK PRICE. Prior to the Offering,
there has been no public market for the Common Stock, and there can be no
assurance that an active trading market will develop or continue following the
Offering, or that the market price of the Common Stock will not decline below
the initial public offering price. The initial public offering price for the
Common Stock will be determined by negotiations among the Company, the Selling
Shareholders and the Underwriters based on several factors, and may not be
indicative of the market price for the Common Stock after the Offering. See
"Underwriting." The Company believes that various factors unrelated to the
Company's performance, such as general economic conditions, changes or
volatility in the financial markets and changing market conditions in the
apparel industry, as well as various factors related to the Company's
performance, such as quarterly or annual variations in the Company's financial
results, could cause the market price of the Common Stock to fluctuate
substantially.

DILUTION. Purchasers of the Common Stock offered hereby will experience
immediate and substantial dilution in the net tangible book value per share of
Common Stock from the initial public offering price set forth on the cover of
this Prospectus. Assuming an initial offering price of $14.00 per share, such
dilution to new investors will be $8.65 per share, while the net tangible book
value of the shares of Common Stock owned by the existing shareholders will
increase by $1.99 per share. See "Dilution."

11
<PAGE> 13

USE OF PROCEEDS

The net proceeds to the Company from the sale of 1,600,000 shares of Common
Stock offered by the Company hereby (assuming an initial public offering price
of $14.00 per share), after deducting the underwriting discounts and commissions
and estimated Offering expenses payable by the Company, are estimated to be
approximately $20.5 million. The Company will not receive any proceeds from the
sale of shares of Common Stock by the Selling Shareholders. See "Principal and
Selling Shareholders."

The Company intends to use the net proceeds of the Offering as follows: (a)
approximately $3.9 million to redeem the Company's outstanding preferred stock;
and (b) the remaining approximately $16.6 million to repay amounts outstanding
under the $40 million revolving credit line (the "Facility") constituting part
of the Credit Agreement. The Credit Agreement, including the Facility, expires
on September 30, 1998. As of August 2, 1997, $17.3 million was outstanding under
the Facility, and the Company had approximately $11.5 million available for
additional borrowings. The interest rate on unpaid principal amounts outstanding
under the Facility is prime plus 0.50% or LIBOR plus 2.75%. Pending such uses,
the net proceeds will be invested in short-term, investment grade,
interest-bearing securities. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources" and "Business -- Growth Strategy."

DIVIDEND POLICY

The Company has not declared or paid any cash dividends on the Common Stock
since 1989. The Company currently anticipates that all of its earnings will be
retained for development and expansion of the Company's business and does not
anticipate declaring or paying any cash dividends in the foreseeable future.
Moreover, the Credit Agreement contains a covenant expressly prohibiting the
payment of any cash dividends.

12
<PAGE> 14

CAPITALIZATION

The following table sets forth the capitalization of the Company (i) as of
June 28, 1997, and (ii) as adjusted to reflect the receipt and application of
the proceeds (after deducting the underwriting discounts and commissions and
estimated Offering expenses payable by the Company) from the issuance and sale
by the Company of 1,600,000 shares of Common Stock in the Offering (assuming an
initial public offering price of $14.00 per share). See "Use of Proceeds."

<TABLE>
<CAPTION>
JUNE 28, 1997
-------------------------
ACTUAL AS ADJUSTED
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Current installments of long-term debt and obligations under
capital leases(1)......................................... $ 1,511 $ 1,511
Long-term debt and obligations under capital leases, less
current installments(1)................................... 29,740 13,091
Shareholders' equity:
Preferred Stock, $.01 par value; 10,000,000 shares
authorized; 38,630 shares issued and outstanding; no
shares issued and outstanding as adjusted(2)........... 3,863 --
Common Stock, $.01 par value; 50,000,000 shares
authorized; 6,000,000 shares issued and outstanding;
7,600,000 shares issued and outstanding as
adjusted(2)(3)......................................... 60 76
Additional paid-in capital................................ -- 20,496
Retained earnings......................................... 20,626 20,626
------- -------
Total shareholders' equity........................ 24,549 41,198
------- -------
Total capitalization.............................. $55,800 $55,800
======= =======
</TABLE>

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

(1) See Notes 6 and 7 of Notes to Consolidated Financial Statements.
(2) See Note 13 of Notes to Consolidated Financial Statements.
(3) Excludes an aggregate of 60,000 shares of Common Stock issuable upon the
exercise of outstanding stock options and an aggregate of 360,000 shares of
Common Stock issuable upon stock options to be granted upon the completion
of the Offering. See "Management -- Stock Option Plans."

13
<PAGE> 15

DILUTION

Purchasers of the Common Stock offered hereby will experience an immediate
and substantial dilution in the net tangible book value of their Common Stock
from the initial public offering price. The net tangible book value of the
Company (excluding outstanding preferred stock) as of June 28, 1997 was $20.2
million, or $3.36 per share of Common Stock. Net tangible book value per share
represents the amount of the Company's tangible net worth divided by the total
number of shares of Common Stock outstanding as of June 28, 1997. After giving
effect to the sale of 1,600,000 shares of Common Stock by the Company in the
Offering (assuming an initial public offering price of $14.00 per share) and the
application of the net proceeds therefrom (after deduction of underwriting
discounts and commissions and estimated Offering expenses payable by the
Company), the pro forma net tangible book value of the Company as of June 28,
1997 would have been $40.7 million or $5.35 per share of Common Stock. This
represents an immediate increase in net tangible book value of $1.99 per share
to existing shareholders and an immediate dilution of $8.65 per share to
purchasers of shares in the Offering. The following table illustrates the per
share dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price....................... $14.00
Net tangible book value per common share before the
Offering............................................... $3.36
Increase attributable to new investors.................... 1.99
Pro forma net tangible book value after the Offering........ 5.35
------
Dilution in net tangible book value to new investors........ $ 8.65
======
</TABLE>

The following table sets forth on a pro forma basis as of June 28, 1997 the
number of shares of Common Stock purchased from the Company, the total
consideration paid and the average price per share paid by the Company's
existing shareholders and to be paid by new investors in the Offering (assuming
an initial public offering price of $14.00 per share) and before deduction of
underwriting discounts and commissions and estimated Offering expenses:

<TABLE>
<CAPTION>
SHARES PURCHASED(1) TOTAL CONSIDERATION AVERAGE
------------------- --------------------- PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders............. 6,000,000 78.9% $ 1,000 --% $.00017
New investors..................... 1,600,000 21.1 22,400,000 100.0 $ 14.00
--------- ----- ----------- -----
Total............................. 7,600,000 100.0% $22,401,000 100.0%
========= ===== =========== =====
</TABLE>

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

(1) Does not reflect the sale of 2,400,000 shares of Common Stock by the Selling
Shareholders in the Offering and does not include 60,000 shares of Common
Stock issuable upon the exercise of outstanding stock options and an
aggregate of 360,000 shares of Common Stock issuable upon the exercise of
stock options to be granted upon the completion of the Offering. See
"Management -- Stock Option Plans."

Sales by the Selling Shareholders in the Offering will reduce the number of
shares held by existing shareholders to 3,600,000, or approximately 47.4% of the
total number of shares of Common Stock outstanding after the Offering, and will
increase the number of shares held by new investors to 4,000,000, or
approximately 52.6% of the total number of shares of Common Stock outstanding
after the Offering.

14
<PAGE> 16

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA AND SELECTED OPERATING DATA)

The following table sets forth selected income statement, operating and
balance sheet data of the Company. The selected income statement and balance
sheet data for each of the five fiscal years in the period ended September 28,
1996 and the thirty-nine weeks ended June 28, 1997 are derived from the audited
financial statements of the Company, which in the case of the three most recent
fiscal years and the thirty-nine weeks ended June 28, 1997 appear elsewhere
herein. The financial statements for each of the five years in the period ended
September 28, 1996 and the thirty-nine weeks ended June 28, 1997 were audited by
Ernst & Young LLP. The selected income statement and balance sheet data for the
thirty-nine weeks ended June 29, 1996 are derived from unaudited financial
statements prepared by the Company. In the opinion of management, the unaudited
financial data for the thirty-nine weeks ended June 29, 1996 include all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation of such data. Operating results for the thirty-nine weeks
ended June 28, 1997 are not necessarily indicative of the results that may be
expected for the entire fiscal year. The data presented below should be read in
conjunction with the consolidated financial statements of the Company, including
the related notes thereto, included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
FISCAL YEAR ENDED THIRTY-NINE WEEKS ENDED
-------------------------------------------------------------------- ---------------------------
OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1992(1) 1993 1994 1995 1996 1996 1997
---------- ---------- ---------- ------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Net sales................... $ 66,683 $ 74,271 $ 100,359 $ 110,064 $ 117,355 $ 86,593 $ 115,608
Cost of goods sold.......... 53,329 57,726 75,677 87,858 91,132 67,967 88,327
--------- --------- --------- --------- --------- --------- ---------
Gross profit................ 13,354 16,545 24,682 22,206 26,223 18,626 27,281
Selling, general and
administrative expenses... 9,886 11,071 14,291 15,060 15,189 10,754 14,745
--------- --------- --------- --------- --------- --------- ---------
Operating income............ 3,468 5,474 10,391 7,146 11,034 7,872 12,536
Interest expense............ 1,530 1,644 2,115 3,160 2,498 1,880 2,263
Factoring expense........... 501 463 668 708 373 409 589
Other, net.................. 312 1,053 (983) 293 247 224 (1)
--------- --------- --------- --------- --------- --------- ---------
Income before income
taxes..................... 1,125 2,314 8,591 2,985 7,916 5,359 9,685
Provision for income
taxes..................... (922) 946 3,613 825 2,745 1,832 3,518
Change in accounting
method.................... 350 -- -- -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Net income.................. $ 2,397 $ 1,368 $ 4,978 $ 2,160 $ 5,171 $ 3,527 $ 6,167
========= ========= ========= ========= ========= ========= =========
Net income per common
share(2).................. $ 0.40 $ 0.23 $ 0.83 $ 0.36 $ 0.86 $ 0.59 $ 1.03
========= ========= ========= ========= ========= ========= =========
Weighted average number of
shares used in the
calculation............... 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000
PRO FORMA DATA:
Pro forma net income per
share(4).................. $ .81 $ .56 $ .91
========= ========= =========
Pro forma weighted average
number of shares used in
the calculation........... 7,615,000 7,615,000 7,615,000
SELECTED OPERATING DATA:
Average number of days in
the production cycle...... * * 64 52 43 42 39
Average inventory days...... 97 116 105 95 91 81 66
Net sales per employee
(000's)................... $ 101 $ 97 $ 112 $ 116 $ 151 $ 111 $ 177
Customer returns (000's).... $ 2,276 $ 770 $ 1,998 $ 2,258 $ 1,230 $ 888 $ 1,627
Units shipped, net
(000's)................... 6,273 7,006 9,125 10,402 10,452 8,090 10,491
</TABLE>

<TABLE>
<CAPTION>
JUNE 28, 1997
OCTOBER 3, OCTOBER 2, OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, ------------------------------
1992 1993 1994 1995 1996 ACTUAL AS ADJUSTED(3)
---------- ---------- ---------- ------------- ------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital.......... $ 5,130 $ 4,714 $23,600 $31,655 $25,483 $33,904 $33,904
Total assets............. 21,763 41,522 52,023 55,237 63,415 71,412 71,412
Long-term debt and
obligations under
capital leases,
excluding current
maturities............. 2,790 1,677 20,973 27,175 24,162 29,740 13,091
Total shareholders'
equity................. 4,705 6,073 11,050 13,211 18,382 24,549 41,198
</TABLE>

- ---------------
* Not available
(1) Operating results for Fiscal 1992 contain 53 weeks. All other fiscal years
contain 52 weeks.
(2) Computed on the basis described in Notes to Consolidated Financial
Statements.
(3) As adjusted to give effect to the sale of the 1,600,000 shares of Common
Stock being offered by the Company hereby (assuming an initial public
offering price of $14.00 per share) after deducting underwriting discounts
and commissions and the estimated Offering expenses payable by the Company
and the application of the net proceeds therefrom. See "Use of Proceeds" and
"Capitalization."
(4) Pro forma net income per share is based on net income per share adjusted for
a pro forma reduction in interest expense of $1,577,000, $1,183,000 and
$1,136,000, less the related tax effect ($565,000, $424,000 and $407,000)
for Fiscal 1996 and the thirty-nine weeks ended June 29, 1996 and June 28,
1997, respectively, associated with the portion of proceeds to be used to
retire indebtedness (see "Use of Proceeds" and "Capitalization"), divided by
the number of common and common equivalent shares to be outstanding after
this Offering (7,615,000 shares).

15
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company manages the production of substantially all of its products
utilizing Company-owned facilities in Tampa, Florida and independent assembly
manufacturers located in the Dominican Republic and Mexico. The Company also
sources a limited volume of finished goods from independent suppliers located in
Mexico, the Pacific Rim and the Middle East. With respect to goods assembled by
independent manufacturers, the Company purchases and inventories all of its raw
materials and cuts all of its fabric in its Tampa cutting facility based on
customer orders. The Company ships cut fabric parts and other product components
via common carrier to the Dominican Republic and Mexico. Independent
manufacturers assemble components into finished garments (except for labeling
and packaging) and perform certain finishing processes. The Company pays its
independent manufacturers based on a specified unit price for actual
first-quality units produced. Accordingly, a substantial portion of the
Company's production labor and overhead is variable. The Company has no material
contractual arrangements with its manufacturers. The Company ships assembled
goods from the Dominican Republic and Mexico to its Tampa distribution center
via common carrier. Upon receipt of a customer order confirmation, the Company
attaches designated labels and point-of-sale packaging and ships orders F.O.B.
Tampa.

The apparel retail market experienced a down cycle during Fiscal 1995 and
the first thirteen weeks of Fiscal 1996, with a recovery beginning in the second
thirteen weeks of Fiscal 1996. The Company observed a weakening apparel market
beginning in October 1994 and, as a result, began to reduce its inventories. In
Fiscal 1995 and the first thirteen weeks of Fiscal 1996, the Company received a
significant number of order cancellations. In an effort to control the cost of
rising inventories and in anticipation of a continued weak retail market,
management decided to offer products at amounts below normal selling prices and,
in some cases, below cost. In addition, the Company recorded markdown reserves
for remaining excess inventory. The result of the weak retail market was only
small sales increases from the fiscal year ended October 1, 1994 ("Fiscal 1994")
to Fiscal 1995 and from Fiscal 1995 to Fiscal 1996. In addition, the Company's
gross margin weakened in Fiscal 1995 but improved slightly in Fiscal 1996. The
Company believes that historical market conditions have resumed during 1997.

The following discussion of the Company's results of operations and
financial condition should be read in conjunction with the Company's
consolidated financial statements and notes thereto.

16
<PAGE> 18

RESULTS OF OPERATION

The following table sets forth, for the periods indicated, selected items
in the Company's consolidated statements of operations expressed as a percentage
of net sales:

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS
FISCAL YEAR ENDED ENDED
------------------------------------------ -------------------
OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1994 1995 1996 1996 1997
---------- ------------- ------------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales............................ 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of goods sold................... 75.4 79.8 77.7 78.5 76.4
----- ----- ----- ----- -----
Gross profit......................... 24.6 20.2 22.3 21.5 23.6
Selling, general and administrative
expenses........................... 14.2 13.7 12.9 12.4 12.8
----- ----- ----- ----- -----
Operating income..................... 10.4 6.5 9.4 9.1 10.8
Interest expense..................... 2.1 2.9 2.1 2.2 2.0
Factoring expense.................... 0.7 0.6 0.3 0.5 0.5
Other (income) expense, net.......... (1.0) 0.3 0.3 0.2 --
----- ----- ----- ----- -----
Income before income taxes........... 8.6 2.7 6.7 6.2 8.3
Provision for income taxes........... 3.6 0.7 2.3 2.1 3.0
----- ----- ----- ----- -----
Net income................. 5.0% 2.0% 4.4% 4.1% 5.3%
===== ===== ===== ===== =====
</TABLE>

THIRTY-NINE WEEKS ENDED JUNE 28, 1997 COMPARED TO THIRTY-NINE WEEKS ENDED JUNE
29, 1996

Net Sales. Net sales through the first thirty-nine weeks of Fiscal 1997
were $115.6 million as compared to net sales of $86.6 million for the comparable
period in Fiscal 1996, an increase of $29.0 million, or 33.5%. This increase was
attributable to a 29.7% increase in the number of units shipped and a 3.0%
increase in the average selling price per unit. These increases were primarily
the result of increased market penetration and brand acceptance coupled with the
recovery of the soft retail market during the second quarter of Fiscal 1996.

Gross Profit. Gross profit through the first thirty-nine weeks of 1997 was
$27.3 million, or 23.6% of net sales, as compared with $18.6 million, or 21.5%
of net sales, during the comparable period in Fiscal 1996. The increase in gross
profit percentage resulted primarily from a significant reduction in the level
of markdowns that were required during the first thirteen weeks of Fiscal 1996.
During the first several weeks of Fiscal 1996, a significant number of orders
were canceled due to the soft retail market experienced by most major retailers.
In an effort to control the cost of rising inventories and in anticipation of a
continued weak retail market, the Company sold products below its normal selling
prices and in some cases below its cost. Also, the Company recorded additional
markdown allowances for any remaining excess inventory. During the latter part
of Fiscal 1996, the retail market strengthened and the level of markdowns
decreased significantly. This trend continued during the first thirty-nine weeks
of Fiscal 1997 and the gross profit percentage returned to historical levels.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses through the first thirty-nine weeks of Fiscal 1997 were
$14.7 million, or 12.8% of net sales, as compared to $10.8 million, or 12.4% of
net sales, during the comparable period in Fiscal 1996. The increase in selling,
general and administrative expenses was principally due to the overall increase
in the level of operations of the Company. The principal components of the $3.9
million increase included a $958,000 increase in distribution center labor, an
$800,000 increase in accrued incentive based compensation for key employees and
a $500,000 increase in amortization and depreciation related to the Company's
new distribution center and cutting facility. The increase in selling, general
and administrative expenses as a percentage of net sales was primarily due to
the foregoing increases in certain costs, increases in the provision for
doubtful accounts and consulting fees related to improvements in the Company's
information systems.

Interest Expense. Interest expense through the first thirty-nine weeks of
Fiscal 1997 was $2.3 million as compared to $1.9 million for the comparable
period in Fiscal 1996. The increase in interest expense was the result of higher
average outstanding borrowings, offset in part by a lower average interest rate
due to a re-negotiation of the Credit Agreement in November 1996.

17
<PAGE> 19

Factoring Expense. Factoring expense for the thirty-nine weeks ended June
29, 1996 was $409,000, or 0.5% of net sales, as compared to $589,000, or 0.5% of
net sales, for the thirty-nine weeks ended June 28, 1997.

Income Taxes. The Company's effective income tax rate through the first
thirty-nine weeks of Fiscal 1997 was 36.3% as compared with 34.2% in the
comparable period in Fiscal 1996. The lower effective rate in the Fiscal 1996
period was due to the Company receiving the remaining benefit of previously
unrecognized losses of an international subsidiary which was closed in Fiscal
1995.

Net Income. As a result of the above factors, net income was $6.2 million
through the first thirty-nine weeks of Fiscal 1997 as compared to $3.5 million
for the comparable period in Fiscal 1996.

FISCAL 1996 COMPARED TO FISCAL 1995

Net Sales. Net sales for Fiscal 1996 were $117.4 million as compared to
net sales of $110.1 million for Fiscal 1995, an increase of $7.3 million, or
6.6%. The increase was primarily the result of a 5.8% increase in the average
selling price per unit. The provision for returns and allowances was $3.0
million in Fiscal 1996, which was consistent with the $3.1 million for Fiscal
1995. During the final thirty-nine weeks of Fiscal 1996, the retail market
strengthened and the Company was able to significantly reduce the level of
markdown and close out sales experienced during Fiscal 1995 and the first
thirteen weeks of Fiscal 1996.

Gross Profit. Gross profit for Fiscal 1996 was $26.2 million, or 22.3% of
net sales, as compared to $22.2 million, or 20.2% of net sales, during Fiscal
1995. The increase in gross profit percentage was primarily attributable to an
increase in the average selling price per unit without a corresponding increase
in the average cost per unit. As a result of a progressive weakening of the
retail market in 1995, the Company sold selected products at selling prices
below normal sales prices. These markdowns were concentrated in the first
thirteen weeks of Fiscal 1996 when significant amounts of orders were canceled.
In limited cases, to control the costs of rising inventories, the Company sold
products at prices that were below its costs. Also, the Company recorded
additional markdown allowances for any remaining excess inventory. The provision
recorded by the Company for such losses increased from $468,000 in Fiscal 1995
to $798,000 in Fiscal 1996. In addition, during Fiscal 1995, the Company
incurred an increased amount of labor expense, including significant overtime,
due to a shift toward smaller individual orders from customers. During the
latter part of Fiscal 1996, order sizes returned to historical levels, which
increased the average order size and led to a favorable impact on gross profit.

Selling, General and Administrative Expenses. Selling, general and
administrative expenses for Fiscal 1996 were $15.2 million, or 12.9% of net
sales, as compared to $15.1 million, or 13.7% of net sales, for Fiscal 1995.
Selling, general and administrative expenses as a percentage of net sales
decreased slightly due to the Company's ability to leverage certain fixed
overhead costs against the increased level of sales.

Interest Expense. Interest expense for Fiscal 1996 was $2.5 million as
compared to $3.2 million for Fiscal 1995. The decrease was due principally to
lower average outstanding borrowings resulting from the reduction of working
capital requirements, caused primarily by the reduction in average inventory
levels throughout the year.

Factoring Expense. Factoring expense for Fiscal 1996 was $373,000, or 0.3%
of net sales, as compared to $708,000, or 0.6% of net sales, for Fiscal 1995.
The decrease was primarily the result of a more favorable factoring arrangement
entered into in October 1995.

Income Taxes. The Company's effective income tax rate for Fiscal 1996 was
34.7% as compared with 27.6% for Fiscal 1995. The lower effective rate during
Fiscal 1995 was primarily the result of the Company receiving the benefit of
previously unrecognized losses of an international subsidiary. Management made
the decision to cease the operation of this subsidiary in September 1995. Prior
to this decision, these losses were not deductible for U.S. income tax purposes.

Net Income. As a result of the above factors, net income for Fiscal 1996
was $5.2 million, or 4.4% of net sales, as compared to $2.2 million, or 2.0% of
net sales, for Fiscal 1995.

18
<PAGE> 20

FISCAL 1995 COMPARED TO FISCAL 1994

Net Sales. Net sales for Fiscal 1995 were $110.1 million as compared to
$100.4 million for Fiscal 1994, an increase of $9.7 million, or 9.7%. The
increase was primarily due to a 15.9% increase in the number of units shipped
which was offset, in part, by a 5.4% decrease in the average selling price per
unit. Management believes that the increase in the number of units shipped was
due to a combination of increased market penetration due to increased brand
recognition, a trend of major retailers towards private label products as well
as a shift in consumer preferences towards a more casual lifestyle. The Company
also experienced a significant increase in the level of product sales at prices
below its normal selling prices, which in turn caused a decrease in the average
selling price per unit. Net sales in Fiscal 1995 were negatively impacted by a
significant increase in the level of returns and allowances. Due primarily to
the progressive weakening of the retail market late in Fiscal 1994, which
continued through early Fiscal 1995, the Company's provisions for returns and
allowances increased from $711,000 in Fiscal 1994 to $3.1 million in Fiscal
1995.

Gross Profit. Gross profit for Fiscal 1995 was $22.2 million, or 20.2% of
net sales, as compared to $24.7 million, or 24.6% of net sales, during Fiscal
1994. A progressive weakening of the retail market in 1995 had an adverse impact
on gross profit by forcing the Company to offer more products at prices below
normal selling prices. In an effort to control the cost of rising inventories
and in anticipation of a continued weak retail market, the Company recorded near
the end of Fiscal 1994 a provision of $1.3 million for anticipated losses to be
incurred upon the sale of selected products below cost. Although the similar
loss provision recorded by the Company in Fiscal 1995 decreased to $468,000, the
Company offered significantly more of its products at prices below normal
selling prices (but not necessarily below cost) because of the continued weak
retail market. In addition, during Fiscal 1995, the Company incurred an
increased amount of labor expense, including significant overtime, due to a
shift toward smaller individual orders from customers.

Selling, General and Administrative Expense. Selling, general and
administrative expenses for Fiscal 1995 were $15.1 million, or 13.7% of net
sales, as compared to $14.3 million, or 14.2% of net sales, for Fiscal 1994. The
increase in selling, general and administrative expenses was principally due to
increased expenses in the areas of distribution center labor, overhead cost, and
other general and administrative expenses due to the increased level of sales.
Selling, general and administrative expenses as a percentage of net sales
decreased slightly due to the Company's ability to leverage certain fixed
overhead costs against the increased level of sales.

Interest Expense. Interest expense for Fiscal 1995 was $3.2 million as
compared to $2.1 million for Fiscal 1994. The increase was due to higher average
outstanding borrowings due to the increase in working capital requirements,
primarily caused by the increase in inventory levels.

Factoring Expense. Factoring expense for Fiscal 1995 was $708,000, or 0.6%
of net sales, as compared to $668,000, or 0.7% of net sales, for Fiscal 1994.

Other (Income) Expense. Other expense for Fiscal 1995 was $293,000, or
0.3% of net sales, as compared to other income of $983,000, or (1.0%) of net
sales, for Fiscal 1994. The approximately $1.3 million change from Fiscal 1994
to Fiscal 1995 was primarily the result of a $1.1 million gain recorded in
Fiscal 1994 related to the settlement of arbitration proceedings related to the
original purchase of the Company.

Income Taxes. The Company's effective income tax rate for Fiscal 1995 was
27.6% as compared with 42.1% for Fiscal 1994. During Fiscal 1994, the Company's
effective tax rate was negatively impacted by the non-deductible nature of
certain expenses related to the arbitration settlement. During Fiscal 1995, the
Company's effective rate was positively impacted by its ability to deduct
previously unrecognized losses of its international subsidiary.

Net Income. As a result of the above factors, net income for Fiscal 1995
was $2.2 million, or 2.0% of net sales, as compared to $5.0 million, or 5.0% of
net sales, for Fiscal 1994.

19
<PAGE> 21

QUARTERLY RESULTS

The following tables set forth, for the periods indicated, certain items in
the Company's income statement in millions of dollars and as a percentage of net
sales:
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------
FISCAL 1995 FISCAL 1996
------------------------------------- ---------------------------------------
DEC. 31 APRIL 1 JULY 1 SEPT. 30 DEC. 30 MARCH 30 JUNE 29 SEPT. 28
------- ------- ------ -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................... $21.9 $31.6 $27.8 $28.8 $20.4 $32.4 $33.8 $30.8
Gross profit................ 5.0 6.7 5.5 5.0 3.1 7.5 8.0 7.6
Operating income............ 1.7 2.8 1.7 1.0 0.1 3.8 4.0 3.1
Net income.................. 0.5 0.9 0.3 0.5 (0.5) 1.8 2.2 1.7

<CAPTION>
QUARTER ENDED
----------------------------
FISCAL 1997
----------------------------
DEC. 28 MARCH 28 JUNE 28
------- -------- -------
<S> <C> <C> <C>
Net sales................... $30.7 $40.6 $44.3
Gross profit................ 6.7 10.0 10.6
Operating income............ 2.3 4.9 5.3
Net income.................. 0.9 2.5 2.8
</TABLE>
<TABLE>
<CAPTION>
QUARTER ENDED
-------------------------------------------------------------------------------
FISCAL 1995 FISCAL 1996
------------------------------------- ---------------------------------------
DEC. 31 APRIL 1 JULY 1 SEPT. 30 DEC. 30 MARCH 30 JUNE 29 SEPT. 28
------- ------- ------ -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales................... 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit................ 22.8 21.1 19.8 17.4 15.2 23.1 23.7 24.7
Operating income............ 7.8 8.8 6.1 3.5 0.5 11.7 11.8 10.1
Net income.................. 2.3 2.8 1.1 1.7 (2.5) 5.6 6.5 5.5

<CAPTION>
QUARTER ENDED
----------------------------
FISCAL 1997
----------------------------
DEC. 28 MARCH 29 JUNE 28
------- -------- -------
<S> <C> <C> <C>
Net sales................... 100.0% 100.0% 100.0%
Gross profit................ 21.8 24.6 23.9
Operating income............ 7.5 12.1 12.0
Net income.................. 2.9 6.2 6.3
</TABLE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital requirements have been the funding of the
growth in operations and capital expenditures. The Company has historically
financed its growth in sales and the resulting increase in inventory and
receivables through a combination of operating cash flow and borrowings under
the Credit Agreement.

The Company generated (used) cash flows from operations of $12.6 million,
$(4.8 million) and $4.6 million during Fiscal Years 1996, 1995 and 1994,
respectively. The use of cash from operations during Fiscal 1995 was principally
due to an increase in accounts receivable and a decrease in accounts payable.
During Fiscal 1996, the Company was able to increase the amount of inventory
financed by vendors, with accounts payable increasing $3.8 million while
inventories increased only $848,000. This was due to an effort by management to
decrease the production cycle time.

During the thirty-nine weeks ended June 28, 1997, the Company generated
$826,000 of cash from operations. This was primarily the result of net income of
$6.2 million and a decrease in inventories of $3.7 million, offset by an
increase in accounts receivable of $8.4 million and a decrease in accounts
payable of $3.8 million. The increase in accounts receivable was primarily the
result of a 44% increase in net sales in the thirteen weeks ended June 28, 1997
as compared to the thirteen weeks ended September 28, 1996. The decreases in
accounts payable and inventories were primarily due to a seasonal reduction in
production activity.

The Credit Agreement consists of a $40 million revolving credit line (the
"Facility"), a $3 million term note and a $5 million equipment loan facility.
The amount available for borrowing under the Facility is determined pursuant to
a formula based upon the levels of qualifying accounts receivable and eligible
inventory, subject to the $40 million maximum ($5.5 million of which can be
utilized for the issuance of letters of credit). As of September 28, 1996, $15.1
million, $1.0 million and $1.6 million were outstanding under the Facility, the
term note and the equipment loan facility, respectively. As of September 28,
1996, the Company had approximately $7.2 million and $3.4 million available for
additional borrowings under the Facility and the equipment loan facility,
respectively. No additional borrowings are available under the term note. As of
June 28, 1997, $17.9 million, $250,000 and $2.2 million were outstanding under
the Facility, the term note and the equipment loan facility, respectively. As of
June 28, 1997, the Company had approximately $11.0 million and $2.8 million
available for additional borrowings under the Facility and the equipment loan
facility, respectively. On a pro forma basis as of June 28, 1997, after giving
effect to the Offering, including the application of the net proceeds to the
Company therefrom, the Company would have approximately $27.6 million and $2.8
million available for additional borrowings under the Facility and the equipment
loan facility, respectively. The Company's credit agreements contain significant
financial and operating covenants, including requirements that the Company
maintain minimum net worth levels and certain financial ratios,

20
<PAGE> 22

prohibitions on the ability of the Company to incur certain additional
indebtedness or to pay dividends, and restrictions on its ability to make
capital expenditures. The Company is currently in compliance with all covenants
under its credit agreements. On June 30, 1997, the Credit Agreement was
automatically extended to September 30, 1998.

The Company has historically financed its capital expenditures through a
combination of operating cash flow and long-term borrowings. Capital
expenditures were $10.1 million and $1.5 million for Fiscal 1996 and Fiscal
1995, respectively. During Fiscal 1996 the Company spent $6.2 million to acquire
the building and land in Tampa, Florida which houses the distribution and
administration functions as well as additional adjacent property for the purpose
of constructing an approximately 110,000 square foot cutting facility. The
resulting consolidated administration, distribution and cutting facilities are
expected to increase efficiencies and accommodate anticipated increases in
volume. The building and land acquisitions and construction of the new cutting
facility were financed primarily through a new construction loan (the "Loan
Agreement"). As of September 28, 1996 and June 28, 1997 outstanding borrowings
under the Loan Agreement amounted to $6.3 million and $9.6 million,
respectively. On July 18, 1997, the Company converted borrowings under the Loan
Agreement to a ten-year term loan, having a 19-year amortization period. The
Company expects capital expenditures to be approximately $6.0 million during
Fiscal 1997, including $4.4 million spent during the first thirty-nine weeks of
Fiscal 1997 primarily on building and land improvements ($2.5 million) and
machinery and equipment additions ($1.7 million). The Company anticipates that
the amounts available under the Credit Agreement will be sufficient to fund its
remaining capital expenditures in Fiscal 1997.

Pursuant to a factoring agreement (the "Factoring Agreement"), the Company
factors substantially all of its accounts receivable. The Factoring Agreement
provides that the factor will pay the Company an amount equal to the gross
amount of the Company's accounts receivable from customers reduced by certain
offsets, including among other things, discounts, returns and a commission
payable by the Company to the factor. The commission equals 0.30% of the gross
amount factored. For Fiscal 1996 and the thirty-nine weeks ended June 28, 1997,
the Company paid commissions to the factor aggregating $373,000 and $589,000,
respectively. The factor subjects all sales to its credit review process and
assumes 99.85% of the credit risk for amounts factored. Funds are transferred to
reduce outstanding borrowings under the Credit Agreement once payment is
received from the factor. The factor pays the Company the receivable amount upon
the earlier of (i) receipt by the factor of payment from the Company's customer
or (ii) 120 days past the due date for such payment. The Factoring Agreement
expires on September 30, 1998.

At September 28, 1996 and at June 28, 1997, the Company had working capital
of $25.5 million and $33.9 million, respectively. The increase in working
capital was due primarily to an $8.1 million increase in accounts receivable, a
$3.8 million reduction in accounts payable and a $1.1 million reduction in
current installments of long-term debt and obligations under capital lease,
offset, in part, by a $3.7 million reduction in inventories. The Company expects
its working capital needs will continue to fluctuate based on seasonal increases
in sales and accounts receivable and seasonal decreases in trade accounts
payable.

Management believes that the combination of existing working capital, funds
anticipated to be generated from operating activities and the borrowing
availability under the current and anticipated credit agreements will be
sufficient to fund both short-term and long-term capital and liquidity needs of
the Company.

BACKLOG

At September 27, 1997, the Company had unfilled customer orders of
approximately $135.8 million. All of such orders are scheduled for shipment in
Fiscal 1998. At September 28, 1996, the Company had unfilled customer orders of
approximately $117.9 million. All of such orders were scheduled for shipment
during Fiscal 1997. Fulfillment of orders is affected by a number of factors,
including revisions in the scheduling of manufacture and shipment of the product
which, in some instances, depends on the demands of the retail consumer.
Accordingly, a comparison of unfilled orders from period to period is not
necessarily meaningful, and the level of unfilled orders at any given time may
not be indicative of eventual actual shipments. See "Risk Factors -- Reliance on
Key Customers."

21
<PAGE> 23

EFFECTS OF INFLATION AND FOREIGN CURRENCY FLUCTUATIONS

The Company does not believe that inflation has significantly affected its
results of operations. The Company's purchases from foreign suppliers are made
in U.S. dollars. Accordingly, the Company to date has not been materially
adversely affected by foreign currency fluctuations.

SEASONALITY

Historically, the Company's business has been seasonal, with slightly
higher sales and income in the second and fourth thirteen week periods, just
prior to and during the two peak retail selling seasons for spring and fall
merchandise.

IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share. The
overall objective of Statement 128 is to simplify the calculation of earnings
per share ("EPS") and achieve comparability with the recently issued
International Accounting Standard No. 33, Earnings Per Share. Statement 128 is
effective for both interim and annual financial statements for periods ending
after December 15, 1997. Earlier application is not permitted. The new standard,
which will be implemented by the Company in the first thirteen weeks of Fiscal
1998, is not expected to have a significant impact on the Company's EPS.

22
<PAGE> 24

BUSINESS

GENERAL

The Company produces high quality casual and dress men's apparel and
provides major apparel retailers with comprehensive brand management programs.
The Company's programs currently feature pants, shorts and denim jeans that are
marketed under Company brands, private brands and licensed brand names. The
Company distinguishes itself from traditional private label manufacturers by
providing apparel retailers with customer, product and market analysis, apparel
design, production, merchandising, and inventory forecasting. The Company
markets its apparel through all major retail distribution channels, including
department and specialty stores, national chains, catalog retailers, discount
and mass merchants and wholesale clubs. Key customers include Dayton Hudson
Corporation ("Dayton Hudson"), Federated Department Stores, Inc. (including
Bloomingdale's and Macy's) ("Federated Department Stores"), JC Penney, May
Department Stores Company ("May Co."), Nordstrom, Inc. ("Nordstrom"),
Phillips-Van Heusen, Price/Costco and Sam's Club (a division of Wal-Mart). The
Company's mission is to provide total customer satisfaction through a
combination of quality, value and technology. Management believes that the
Company provides its customers with high quality apparel and services supported
by a commitment to advanced information, design and production technologies, and
unique merchandising and operating strategies.

The Company's apparel line focuses on basic, recurring styles that the
Company believes are less susceptible to fashion obsolescence and less seasonal
in nature than fashion styles. All of the Company's products are derived from
six production platforms, or "chassis," each of which incorporates basic
features requiring distinct manufacturing processes, such as inclusion of an
elastic waistband, a jeansband or button-flap pockets. The six basic chassis are
modified to produce separate styles through variations in cut, fabric and
finish. This process enables the Company to achieve both manufacturing
simplicity and efficiencies while producing a wide variety of products through
distinctions in color and style. All products receive customer-specific labeling
and packaging upon receipt of confirmation of a customer order. As a result, a
common SKU, differentiated only by labeling and packaging, can be sold by both a
high-end department store and a mass merchant at different retail price points.
This merchandising strategy offers quick-response execution of customer orders
without the associated risk of carrying customer-specific inventories. In Fiscal
1996, fifteen styles marketed under approximately 80 labels accounted for over
90% of the Company's net sales. These labels include Company brands such as Bay
to Bay(R) and Banana Joe(TM), private brands such as Flyers(TM) and Flying A(R)
and licensed brand names such as Bill Blass(R) and Generra(R).

The Company utilizes advanced technology in all aspects of its business,
including apparel design, materials sourcing, production planning and logistics,
customer order entry and sales demand forecasting. The Company's dedication to
technology produces greater efficiencies throughout the production process and
results in high-quality products, low-cost production and enhanced customer
order execution. The Company typically designs its apparel lines and customer
programs by tracking its customers' store-level POS system data and responding
to retail demand and trends on a per SKU basis. Apparel products are developed
using a computer-aided-design ("CAD") system integrated with fabric cutting to
maximize product quality and materials yield. Management believes that the
Company's 92% average fabric utilization rate is among the highest in the
apparel industry. The Company employs stringent quality control procedures
throughout its operations, from raw materials production at supplier mills
through finished goods shipping. In Fiscal 1996, the return rate for quality
defects was less than one percent, evidencing the impact of the Company's
quality control procedures.

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<PAGE> 25

Accurate and timely order execution is achieved through electronic data
interchange ("EDI") order entry and quick replenishment of core SKUs. In Fiscal
1996, substantially all orders were placed via EDI. Orders generally are shipped
to the retailer within three working days of receipt of shipping instructions.
The Company's systems enable it to further assist the retailer by tracking
point-of-sale activity by SKU and forecasting consumer demand and seasonal
inventory requirements on a daily basis.

The Company was founded in 1927 and has been in continuous operation for
seventy years. In 1989, the Company was acquired by members of senior management
and an affiliate of the Selling Shareholders. Following the acquisition,
management implemented the Company's current operating strategies. For Fiscal
1996, the Company reported net sales of $117.4 million and operating income of
$11.0 million, representing five-year compound annual growth rates of 21% and
40%, respectively.

INDUSTRY

According to The NPD Group, Inc., a retail industry research firm, the U.S.
apparel industry totaled approximately $174.9 billion in retail sales in 1996.
The industry grew approximately 2.3% and 5.8% in 1995 and 1996, respectively. In
1996, the men's bottoms (i.e., pants and shorts) business represented
approximately 7.5% of the total apparel market. The men's bottoms segment tends
to be relatively less cyclical than the apparel industry at large. In 1995 and
1996 retail sales of men's bottoms grew approximately 6.0% and 9.1%,
respectively. In Fiscal 1995, Fiscal 1996 and the thirty-nine weeks ended June
28, 1997, the Company's net sales grew 9.7%, 6.6% and 33.5%, respectively, over
comparable prior periods.

Trend Toward High Quality Private Brand Apparel. The Company believes that
there is an increased trend toward high quality, private brand apparel. Private
brand apparel bears the retailer's own name or a proprietary brand name
exclusive to the retailer. Producers are able to sell these garments at lower
wholesale prices due to certain economies, including lower advertising and
promotional costs, lack of brand name license fees and royalties, and the
absence of "markdown" and other risks and expenses inherent in the brand-name
apparel industry. As a result of the lower wholesale prices, private brand
apparel generally provides higher margins for the retailer than brand name or
designer products. Sales of private brand apparel represented 41.0% of total
sales of men's apparel in Fiscal 1996, up from 39.3% in Fiscal 1995 and 37.0% in
Fiscal 1994. The Company believes that this shift is due primarily to the
education of consumers and retailers as to the benefits of private brand
products. The Company believes consumers increasingly regard private brand
products as less expensive than brand name products, but of equal or better
quality. This increase in consumer demand for private brand garments, coupled
with retailers' demands for higher margins, has resulted in retailers allocating
more space to private brand products.

Trend Toward Casual Dress. The Company believes that there is a growing
trend in the United States toward casual dress, as reflected in the
implementation of policies such as "casual Fridays." In addition, the Company
believes that the number of people who work at home is increasing substantially
and that outside of the workplace, people's social activities are focusing on a
more casual lifestyle.

Expansion of Caribbean and Mexican Production. Until recently, apparel was
produced predominantly domestically or in the Pacific Rim countries. Since the
passage of Section 807 of the Harmonized Tariff Schedule of the United States
(now found under tariff subheading 9802.00.80, but herein referred to as
"Section 807"), American apparel companies have increasingly utilized production
facilities located in the Caribbean Basin, including the Dominican Republic. The
Company believes that the Dominican Republic offers certain competitive
advantages, including favorable pricing and better quality production, a long-
standing and relatively stable production network, and much shorter
transportation periods as compared to goods assembled in the Pacific Rim. Under
Section 807, customs duties on apparel products assembled in the Caribbean Basin
may be offset by the costs incurred in the production of components in the
United States (plus freight and insurance). More recently, the North American
Free Trade Agreement ("NAFTA"), effective 1994, has permitted Mexican
manufacturers to ship finished apparel products into the United States duty-free
or at reduced duties. According to Sandler & Travis Trade Advisory Services,
Inc., 1996 marked the first year in which apparel products exported to the
United States from Mexico exceeded products exported from any other country,
including China.

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<PAGE> 26

BUSINESS STRATEGY

Focus on Private Brand Programs for Major Retailers. The apparel
market is highly competitive, with a trend toward greater emphasis on
private brand programs to improve retail margins. See
"Business -- Industry." Retailers are increasingly finding it advantageous
to outsource many aspects of their private brand programs. The Company
believes it has positioned itself to take advantage of these trends by
offering retailers customized comprehensive private brand programs
encompassing: (i) merchandise planning and support; (ii) consistently high
quality products; (iii) value-added services, such as custom labeling and
packaging design, just-in-time electronic order execution, and retail
profitability analysis; and (iv) access to state-of-the-art sales
forecasting and inventory management systems. In addition, the Company will
continue to promote these capabilities to increase sales of Company brands
and licensed brand name apparel offered to multiple retail accounts.

Commitment to Superior Quality Operations. The Company adheres to
strict quality standards in every aspect of its operations, from sourcing
of raw materials to providing continuing service following shipment to its
customers. Product content and construction specifications, including the
generous use of fabric to produce a fuller, more comfortable fit, are
designed to minimize costly customer returns. The Company believes that its
use of advanced technology and standard operating procedures results in the
production of high quality products for its customers.

Application of Advanced Technology. The Company employs advanced
technology in every aspect of its operations. A CAD system is used to
develop products and program fabric cutting to ensure color consistency and
maximize material yield. The Company employs air table handling systems and
the latest generation Gerber cutters in the cutting process to improve
efficiency and significantly enhance output volumes. In addition, the
Company's EDI system significantly enhances customer order execution and
point-of-sale merchandise tracking. Sales forecasting, production planning
and logistics and inventory management are performed on a proprietary
system. The Company's production system is integrated with its customers'
systems and enables the Company to track store level retail sell-through
trends by SKU. See "Business -- Operations."

Adherence to Standard Operating Procedures. Management has instituted
comprehensive operating procedures for each stage of operations, from
customer planning and marketing strategies through apparel design,
materials costing, production planning and logistics, manufacturing,
customer order execution, point of sale analysis and accounting and
financial reporting. These procedures integrate each operating function to
eliminate inefficiencies and maximize productivity. The Company's detailed
operating procedures and extensive information systems enable management to
monitor the performance of most operations on a daily basis, with daily
exception reporting to identify and resolve deviations from forecast
results.

Focus on Core Production Chassis. The Company designs a core line of
products suitable for marketing through virtually every apparel retail
channel, differentiated among channels and customers only through
customer-specific labeling, packaging and other brand identification
techniques. The core line is developed from six standardized production
chassis that enable the Company to maximize manufacturing productivity and
product quality and minimize unit production costs and inventory risk. In
Fiscal 1996, products derived from each of the Company's six production
chassis were sold to customers in multiple distribution channels under
approximately 80 different labels and point-of-sale packaging concepts.

Maintain Low-Cost Production. The Company is committed to
cost-sensitive, cost-controlled operations. To minimize unit production
costs and mitigate inventory risks, the Company is organized to effect the
shortest possible production cycle from receipt of raw materials through
shipping of a customer order. The Company's unique chassis production
strategy and focus on core product lines enable it to

25
<PAGE> 27

concentrate materials purchases, minimize materials inventories, dedicate
assembly operations to individual styles and execute cost-effective
production runs per style. The Company contracts for garment assembly on a
standard cost-per-unit-produced basis with independent manufacturers that
adhere to the Company's strict quality specifications and standard
operating procedures. In Fiscal 1996, the Company's production cycle
averaged 43 days and average inventory turnover was approximately four
times.

Commitment to Total Customer Satisfaction. The Company's key customer
service capabilities include designing the customer's product line
composition by SKU; developing brand, packaging and point-of-sale
merchandising programs; determining the per store sales plan by SKU; and
automatically replenishing store inventory and recommending changes to
pricing and planned sales volumes based on store-level retail trends. These
capabilities, leveraging the chassis-based product strategy, offer quick-
response execution of customer orders without the cost and risk of carrying
customer-specific inventories.

Minimize Inventory Risk. Management regards inventory as a liability
rather than an asset. The Company minimizes its inventory risks by (i)
producing a focused line of core products that can be labeled and packaged
upon receipt of a customer order confirmation, (ii) minimizing the
production cycle and maximizing production flexibility, and (iii) tracking
consumer demand trends by SKU on a per store basis. Management uses
detailed cost specifications to monitor unit production cost variances.

GROWTH STRATEGY

Internal Growth. The Company intends to grow internally through increased
sales of core products to current customers, sales to new customers and
expansion into complementary apparel product lines.

Greater Penetration of Existing Accounts. The Company believes it has
a significant opportunity to increase sales to existing customers. The
Company believes that a majority of its customers are seeking to maintain a
balance between brand name apparel items and private label items,
recognizing that brand name items draw customer traffic and private label
products provide a low-cost, high-quality alternative to brand name
apparel. The Company believes that it can increase sales to existing
customers by (i) offering a broader selection of men's casual, dress and
denim pants, shorts and shirts, and (ii) increasing sales of specific
proprietary or retailer-owned labels for customers seeking to build the
breadth of their own private label lines. Management believes that its
customers place a high degree of value on the Company's quality standards
as well as the Company's commitment to its customer's inventory management
and forecasting.

New Account Growth. The Company currently sells to approximately 75
national and regional retailers in North America, and believes that there
is significant opportunity to selectively increase its customer base. The
Company continually evaluates potential customers based on the customer's
(i) commitment to retailing high quality apparel, (ii) utilization of
electronic commerce that will allow the Company's technological advantages
to be realized, and (iii) potential sales volume of core products. The
Company believes that retailers increasingly are adding private-brand
programs and seeking vendor-managed inventory programs. The Company
believes that its primary overseas competitors are unable to match the
Company's ability to provide and test samples, respond via EDI, track unit
production and shipment and monitor SKU sell through.

New Product Introductions. While the Company is committed to
providing its customers with a stable "core" product line, management does
invest significant resources to remain current with the latest colors,
fabrics and finishes. Management is continuously developing test products
based on its research, and believes that its efforts to remain current are
extremely important to building trust between the retailer and the
retailer's customers. All new product lines are produced using the
Company's "chassis" production concept and are designed to be complementary
to existing product lines. In Fiscal 1995, the Company introduced dress
pants, which through the first thirty-nine weeks of Fiscal 1997 represented
approximately 6.5% of the Company's total revenues and were sold to
approximately 26.7% of the Company's active customer base. Product lines
introduced in Fiscal 1997 include men's casual shirts, which the Company
believes are an attractive complement to its men's pants and shorts lines.
Similarly, the Company has introduced a line of coordinated men's shirts,
pants and shorts under a Company owned

26
<PAGE> 28

label, "Banana Joe." The management team has significant previous
experience running businesses in these complementary product lines.

Growth Through Acquisitions. A key element of the Company's growth
strategy is to: (i) acquire established brands to expand the distribution of the
Company's core products to existing and new customers; (ii) acquire
complementary new product lines, such as men's shirts, suitable for the
Company's brands and/or customer base; or (iii) enter into newly targeted areas
of the apparel market, such as women's sportswear, through acquisition of
targeted companies. The Company expects to expand into categories of the apparel
market in which it can exploit its business strategies. The Company continually
monitors acquisition opportunities, but currently has no arrangements or
understandings with respect to any acquisitions.

PRODUCTS

The Company produces a core line of high quality men's casual and dress
pants, shorts and denim jeans. Most of the Company's apparel line focuses on
basic, recurring styles that the Company believes are less susceptible to
fashion obsolescence and less seasonal in nature than fashion styles. Key
fabrics include 100% cotton and synthetic blends utilizing rayon, wool and
polyester. Key fabric constructions include twill, denim, corduroy and
wrinkle-free fabrication. The table below sets forth sales mix, expressed as a
percentage of net sales, and retail price points per product category:

<TABLE>
<CAPTION>
FISCAL THIRTY-NINE WEEKS ENDED
----------------------- ----------------------------- CURRENT RETAIL
1994 1995 1996 JUNE 29, 1996 JUNE 28, 1997 PRICE RANGE
----- ----- ----- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Casual Pants................. 53.9% 48.5% 56.8% 49.2% 48.8% $17.99-$39.99
Dress Pants.................. -- 0.9 1.7 0.4 6.5 24.99- 39.99
Denim Jeans.................. 7.6 7.8 7.1 7.0 5.0 16.99- 24.99
Shorts (including denim)..... 38.5 42.8 34.4 43.4 39.7 11.99- 24.99
----- ----- ----- ----- -----
100.0% 100.0% 100.0% 100.0% 100.0%
</TABLE>

The Company's design staff examines domestic and international trends in
the apparel industry as well as industries completely outside the sphere of
clothing manufacture, including the automobile, grocery and home furnishings
industries, to determine trends in styling, color, consumer preferences and
lifestyle. Virtually all of the Company's products are designed by its in-house
staff utilizing CAD technology, which enables the Company to produce computer
simulated samples that display how a particular style will look in a given color
and fabric. The Company can quickly generate samples and alter the simulated
samples in response to customer input. The use of CAD technology minimizes the
time and costs associated with producing actual sewn samples prior to customer
approval and allows the Company to create custom designed products meeting the
specific needs of a customer. The Company's product content and construction
specifications require the use of matched finish thread throughout the garment,
surge seaming of all pockets, rigorous attention to seam construction, color
matching of all components and the generous use of fabric to produce a fuller,
more comfortable fit and minimize costly customer returns.

CUSTOMERS AND CUSTOMER SERVICE

The Company markets its products across all major apparel retail channels
to approximately 75 finer department and specialty stores, catalog retailers,
discount merchants and wholesale clubs. The Company's products are sold at over
6,000 outlets throughout the United States, Canada, Mexico and Central America.
Sales to the Company's five largest customers represented approximately 72.4%
and 69.4% of net sales during Fiscal 1996 and the first thirty-nine weeks of
Fiscal 1997, respectively. Sales to Wal-Mart (including Sam's Club, the nation's
largest chain of wholesale clubs), Price/Costco and Phillips-Van Heusen
accounted for approximately 25.9%, 16.6% and 13.8%, respectively, of net sales
during Fiscal 1996 and 30.5%, 17.7% and 9.9%, respectively, of net sales during
the first thirty-nine weeks of Fiscal 1997. The Company also sells its products
to other major retailers, including Dayton Hudson, Federated Department Stores,
JC Penney, May Co. and Nordstrom. Net sales to the Company's ten largest
customers in Fiscal 1996 increased at a compound annual rate of 13.5% from
Fiscal 1994 to Fiscal 1996, and 25.9% for the thirty-nine weeks ended June 28,
1997 as compared to the corresponding period in Fiscal 1996.

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<PAGE> 29

Set forth below are comparative sales mix data, expressed as a percentage
of net sales, by marketing channel:

<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
FISCAL -----------------------------
----------------------- JUNE 29, JUNE 28,
CHANNEL 1994 1995 1996 1996 1997
- ------- ----- ----- ----- ------------- -------------
<S> <C> <C> <C> <C> <C>
Wholesale club..................... 40.0% 29.8% 42.3% 44.6% 48.5%
Discount and mass merchant......... 30.1 31.3 21.4 19.9 20.3
National chain..................... 11.4 20.9 14.5 16.5 14.3
Department store................... 8.2 8.8 14.4 13.7 11.4
Specialty store.................... 5.6 4.9 4.7 4.1 4.9
Catalog............................ 3.1 2.5 1.1 0.9 0.2
Other.............................. 1.6 1.8 1.6 0.3 0.4
----- ----- ----- ----- -----
100.0% 100.0% 100.0% 100.0% 100.0%
</TABLE>

The Company offers its customers comprehensive brand management programs,
which provide: (i) merchandise planning and support; (ii) consistently high
quality products; (iii) value-added services, such as custom labeling and
packaging design, just-in-time electronic order execution, and retail
profitability analysis; and (iv) access to state-of-the-art sales forecasting
and inventory management systems. In addition, the Company will continue to
promote these capabilities to increase sales of Company brands and licensed
brand name apparel offered to multiple retail accounts. The Company believes
that close collaboration with its customers provides the Company's employees the
opportunity to better understand the fashion, fabric and pricing strategies of
the customer and leads to the generation of products that are more consistent
with each customer's expectations. At the same time, the customer is given the
opportunity, at minimal expense and risk, to benefit from the Company's
substantial expertise in designing, packaging and labeling high quality products
with a brand name look, but at a private label price.

PRODUCT LABELING AND PACKAGING

The Company differentiates its products through customized labeling,
point-of-sale packaging and other brand identification techniques. For most of
its customers, the Company manages the design and production of labeling and
packaging materials. Management regularly analyzes consumer product labeling and
packaging and consumer targeting trends evident in other retailing formats,
including the automobile, grocery and home furnishings industries. The Company
can ship products directly to its customers' retail stores in floor-ready form
and offers innovative packaging and display techniques, such as the "Big Pack."
A "Big Pack" is a specially designed cardboard carton used to ship pants and
shorts directly to Sam's Club stores. Upon delivery, it opens into a floor-ready
display.

For Fiscal 1996, the Company sold products bearing approximately 80
different labels to over 75 different customers. Of the $117.4 million in net
sales for this period, 56.0% represented sales of private brands unique to a
single retail customer and 44.0% represented sales of Company brands and
licensed brand name apparel to multiple customers. Of the approximately 80
labels and brands active during this period, approximately 30 are controlled by
the Company and approximately 50 are controlled by retailers.

MARKETING AND SALES

The Company's products are sold by eleven sales representatives located in
California, Florida, Illinois, Kansas, Massachusetts, Ohio, New York,
Pennsylvania and Texas, each of whom has over eight years of experience in the
apparel industry. One of such sales representatives is devoted exclusively to
the sale and marketing of the Company's recently introduced Banana Joe(R) line
of men's sportswear coordinates. The Company also maintains a sales and
marketing support staff of six employees in Tampa dedicated to analyzing sales
and marketing data.

The Company offers each of its existing and prospective customers a
marketing plan tailored to the customer's market niche. Using its marketing data
and industry experience, the Company is able to create for

28
<PAGE> 30

each existing and prospective customer and each particular product a market plan
that outlines optimum volume, timing and pricing strategies, markdown and
sell-through trends and profit margins.

The Company operates an EDI system, whereby the Company can accept EDI
orders 24 hours a day and typically ship orders within three working days. In
Fiscal 1996, substantially all orders were placed via EDI.

OPERATIONS

The Company principally cuts its fabric at its Tampa facility for offshore
finishing and assembly. The Company also imports finished goods, principally
denim jeans and shorts from Mexico, the Pacific Rim and the Middle East. The
Company believes that the use of numerous independent international suppliers to
assemble components cut at the Company's facilities enables it to provide
customers with high quality goods at significantly lower prices than if it
operated its own assembly facilities. In Fiscal 1996, products originating from
the Company's Tampa cutting facility and imported finished goods represented
approximately 92.9% and 7.1%, respectively, of the products sourced by the
Company.

Overview. The Company inventories, spreads, marks and cuts virtually all
of the fabric used in the manufacture of its products at its own facility in
Tampa, Florida. The components are then assembled outside the United States,
principally in the Dominican Republic, and shipped back to the Company's Tampa
facilities for labeling, packaging and distribution. In Fiscal 1996, the
production cycle from receipt of raw materials through the availability for
shipping of finished goods averaged 43 days, including raw materials inventory,
transit and assembly. The Company customarily prepares, packs and ships customer
orders within three working days of receipt of shipping instructions.

Raw Materials Sourcing. The Company purchases raw materials, including
fabrics, thread, trim and labeling and packaging materials, from domestic
sources based on quality, pricing and availability. Prior to shipment, the
Company undertakes a quality audit at its major suppliers to assure that quality
standards are met. An additional quality audit is performed upon receipt of all
raw materials. The Company maintains a laboratory at its Tampa, Florida facility
in order to test the quality of raw materials. The Company has no long-term
agreements with any of its suppliers. The Company projects raw material
requirements through a series of planning sessions taking into account orders
received and future projections by style and color. This data is then translated
to the raw material components needed by production time frame in order to meet
customers' requirements.

Cutting. The Company believes that its domestic cutting facility provides
it with substantial advantages over many of its competitors. Since 1989, the
Company has invested in state-of-the-art computerized equipment for spreading,
marking and cutting fabric. The Company's CAD system positions all component
parts of a single garment in close proximity on the same bolt of fabric to
ensure color consistency. This process also enables the Company to utilize
approximately 92% of the fabric. The Company also has invested in air-table
fabric handling equipment that eases the movement of fabric on the cutting table
by the use of forced air through a grid of air ducts on the table surface. The
use of such air-table fabric handling equipment reduces by more than one-half
the number of workers required to handle a bolt of fabric in the cutting
process. In addition, the Company uses two Gerber-brand computerized cutting
systems, which include state-of-the-art submerged electrical and vacuum
components. The use of such cutting systems significantly enhances the Company's
fabric cutting capacity. Quality audits in the cutting facility are performed
during various stages, from spreading of fabric through preparation for shipment
to independent manufacturers for assembly.

Assembly. After the component parts are marked and cut, they are shipped
by common carrier to independent foreign manufacturers, principally in the
Dominican Republic, for assembly and finishing. The Company currently uses
approximately 25 manufacturers in the Dominican Republic that specialize in
assembling products on one or more chassis and adhere to the Company's specific
operating procedures. The Company has used these manufacturers for an average of
more than three years and enjoys, in effect, exclusive relations with 12 of
them. Several of the Company's independent manufacturers utilize various
equipment, including wrinkle-free processing ovens, owned by the Company. The
Company is among relatively few U.S. apparel companies to use the Dominican
Republic as its principal production base for assembling component parts. The
Company believes that the Dominican Republic offers the Company certain
competitive

29
<PAGE> 31

advantages, including favorable pricing and better quality production, a
long-standing and relatively stable production network, and much shorter
transportation periods than goods assembled in the Pacific Rim. In addition,
U.S. customs duties programs, such as Section 807, facilitate assembly in the
Caribbean Basin by completely eliminating or substantially reducing the customs
duties on the import of assembled U.S. components.

There are no material formal arrangements between the Company and any of
its contractors, but the Company believes that its relations with its
contractors are generally good. The Company is able to shift its sources of
supply depending upon production and delivery requirements and cost, while at
the same time reducing the need for significant capital expenditures,
work-in-process inventory and a large production work force. The Company
arranges for the assembly or production of its products primarily based on
orders received. The Company has traditionally received a significant portion of
its customers' orders prior to placement of its initial manufacturing orders.
Many of these customer orders may change with respect to colors, sizes,
allotments or assortments prior to the delivery date. The Company utilizes such
orders and its experience to estimate production requirements in order to secure
necessary assembly or manufacturing capacity. The Company inspects prototypes of
each product before production runs are commenced. The Company also performs
random in-line quality control checks during and after assembly before the
garments leave the contractor. The Company currently has 21 full-time quality
control personnel on-site in the Dominican Republic.

Labeling, Packaging and Shipping. Upon confirmation of a customer order,
the Company picks the appropriate items from its common inventory. Thereafter,
the appropriate tags and labels, such as pocket flashers, jokers, woven labels,
hang tags and leg tape, are sewn on or applied. The product is then packaged
(e.g., placed on hangers or put in plastic packaging) and prepared for shipment
in accordance with the customer's specifications. The Company generally ships
orders within three days of receipt. Orders are shipped F.O.B. Tampa by customer
or common carrier directly to the customer's individual stores or to its
centralized distribution center. The customer pays the applicable freight
charges. Final quality inspections occur when the finished garments are returned
to the Company's Tampa facilities for labeling and packaging. The Company
currently has 24 full-time quality control personnel employed in its Tampa
facilities. As a result of its extensive quality control program, less than one
percent of the products shipped by the Company during Fiscal 1996 were returned
by its customers due to defects.

IMPORTS AND IMPORT REGULATIONS

The Company presently imports garments under three separate scenarios
having distinct customs and trade consequences: (i) imports of finished goods
(mostly from the Pacific Rim and the Middle East); (ii) imports from the
Caribbean Basin and Central America; and (iii) imports from Mexico.

For direct importations (mostly from the Pacific Rim and the Middle East),
imported garments are normally taxed at most favored nation ("MFN") tariffs and
are subject to a series of bilateral quotas that regulate the number of garments
that may be imported annually into the United States. The tariffs for most of
the countries from which the Company currently imports or intends to import have
been set by international negotiations under the auspices of the World Trade
Organization ("WTO"). These tariffs generally range between 17% and 35%,
depending upon the nature of the garment (e.g., shirt, pant), its construction
and its chief weight by fiber. The principal sourcing alternatives that do not
enjoy MFN rates in the Far East are Vietnam and Laos.

In addition to these tariff rates, merchandise from virtually all the
countries from which the Company imports is also subject to bilateral quota
restraints, pursuant to U.S. domestic law or the multi-lateral Agreement on
Textile and Clothing, which is under the auspices of the WTO. Most bilateral
quotas are negotiated on a calendar year basis. After the United States and a
particular country agree to a particular level of exports in a particular quota
category (for instance, cotton men's bottoms (category 347)), the country that
receives the quota has the right to determine the method by which such quota is
assigned to its manufacturers. Some jurisdictions, such as Hong Kong, have a
free market under which quotas are bought and sold. Most countries, however,
assign it to the factories that actually produce the garments. Shipments which
are

30
<PAGE> 32

exported to the United States must, in addition to the usual commercial
documentation, have appropriate and official textile visas, in either an
electronic or paper format, which confirm their quota status. This documentation
must be filed prior to the admission and clearance of the merchandise into the
United States. Accordingly, the Company usually demands that this paperwork be
submitted prior to payment.

The Company also imports garments from countries in the Caribbean Basin and
Central America, most notably the Dominican Republic. Although much merchandise
imported from these jurisdictions is subject to the identical tariff and quota
consequences described above for Far Eastern importations, there are special
circumstances which provide a unique tariff and quota preference for some
merchandise sourced from the Caribbean Basin or Central America. The principal
tariff advantage is the so-called "807" program. Under this program, merchandise
produced under tariff subheading 9802.00.80, HTS, is admitted into the United
States with a substantial tariff reduction. Specifically, this tariff provision
provides a reduction in duty based on the value of exported U.S. components
assembled into a product in a foreign jurisdiction which is subsequently
reimported into the United States. In essence, the duty reduction is equal to
the value of U.S. components incorporated into these assembled goods plus
southbound international freight and insurance. For apparel products, such U.S.
components normally consist of cut-to-shape U.S. fabric parts, finishing and
trim (buttons, thread, etc.). In addition, if the fabric which is cut to create
the cut component parts is also knitted, woven or formed in the United States,
there is a special quota provision which provides for more liberalized access to
the U.S. marketplace. This special quota provision is applicable only to certain
Caribbean Basin, Central American and northern Latin American countries which
have signed special agreements with the United States. Under the terms of these
agreements, such products, known in the trade as "807A" or "Super 807" or
"Guaranteed Access Level" products, are controlled through a much more liberal
quota system. Accordingly, a country such as the Dominican Republic would have a
regular quota for men's cotton bottoms produced through a normal cut, make and
trim operation or through the traditional 807 process; at the same time, it
would have a much bigger and, therefore, more liberal quota for merchandise
produced from U.S. cloth under this Super 807 or 807A program. The Company
produces significant garments under one or both of these particular programs. In
those circumstances where garments qualify for both preferences, "807" and
"807A," the merchandise is accorded both substantial and significant quota and
tariff advantage over Pacific Rim, Middle Eastern or non-qualifying Western
hemisphere goods.

The Company also imports finished goods from Mexico under the North
American Free Trade Agreement, commonly known as NAFTA. Under NAFTA, merchandise
which qualifies is accorded reduced or duty-free access, depending upon the type
of merchandise selected. The key requirement for NAFTA qualification for such
garments is that the yarn, cloth, cut, sew and finish of the garments all take
place within North America. This is commonly known as the "yarn-forward rule."
Merchandise produced pursuant to these rules enters the United States at a
preferential or at a zero rate and is not subject to any quota.

In addition to the regular NAFTA program, certain imports made by the
Company are also subject to a tariff preference which was created and enacted as
part of the NAFTA-enabling legislation. This tariff provision, subheading
9802.00.90, HTS, provides for immediate duty-free and quota-free entry into the
United States from Mexico of garments made from components which are cut to
shape in the United States from U.S. knit, woven or formed cloth. This
duty-free, quota-free entry would be available for pant products sourced from
U.S. components cut from U.S. knitted/woven fabric. This merchandise, therefore,
has an even more favorable treatment than merchandise being imported from the
Caribbean Basin. The Company currently imports a limited amount of such
merchandise from Mexico.

Finally, non-NAFTA qualifying goods may be imported from Mexico. Such
merchandise could be imported at reduced duty rates under the 807 (9802.00.80)
program (cut in the U.S.), or special tariff rate quotas called "TPLs."
Otherwise, it is subject to full duty. Such merchandise may also be subject to
Mexican quotas which are effective for some products until 2004.

PERSONNEL

At September 27, 1997, the Company had 618 employees, including 21 in the
Dominican Republic. Of the total, approximately 105 hold executive and
administrative positions, approximately 14 are engaged in

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<PAGE> 33

design and merchandising, approximately 320 are engaged in production (e.g.,
marking, cutting and labeling), approximately 17 are engaged in sales,
approximately 125 are engaged in distribution and approximately 37 are engaged
in quality control. None of the Company's employees is subject to a collective
bargaining agreement, and the Company considers its relations with its employees
to be generally good.

The Company is committed to developing and maintaining a well-trained
workforce. The Company provides or pays for in excess of 20,000 hours of
continuing education annually for its employees on subjects ranging from
computers to foreign languages. The Company is equally committed to the
well-being of its employees. The Company offers its full-time employees and
their families a comprehensive benefits package that includes a 401(k) plan, a
choice of group health insurance plans, term life insurance (with an option to
purchase additional coverage), a choice of dental plans, and a vision plan. The
Company also offers tuition reimbursement for business-related courses and pays
a retirement bonus to persons employed by the Company for twenty-five years or
more. The Company maintains a recreation area and health club facilities for the
use and enjoyment of its employees and their families. The Company also enjoys
long-standing relationships with certain of its independent assembly contractors
in the Dominican Republic and has contributed financial resources to improving
conditions for their employees.

MANAGEMENT INFORMATION SYSTEMS

The Company believes that advanced information processing is important to
maintain its competitive position. Consequently, the Company continues to
upgrade its management information systems in order to maintain better control
of its inventory and to provide management with information that is both more
current and more accurate than was available previously. The Company's
management information systems provide, among other things, comprehensive order
processing, production, accounting and management information for the marketing,
manufacturing, importing and distribution functions of the Company's business.
The Company has purchased and implemented a software program that enables the
Company to track, among other things, orders, manufacturing schedules, inventory
and unit sales of its products. In addition, to support the Company's flexible
inventory replenishment program, the Company has an EDI system through which
customer inventories can be tracked and orders automatically placed by the
retailer with the Company.

COMPETITION

The apparel industry is highly competitive and the Company competes with
numerous apparel manufacturers, including brand name and private label
producers, and retailers which have established, or may establish, internal
product development and sourcing capabilities. The Company's products also
compete with a substantial number of designer and non-designer product lines.
Many of the Company's competitors and potential competitors have greater
financial, manufacturing and distribution resources than the Company. The
Company believes that it competes favorably on the basis of quality and value of
its programs and products, price, the production flexibility that it enjoys as a
result of its cutting and labeling capabilities and its sourcing network, and
the long-term customer relationships it has developed. Nevertheless, any
increased competition from manufacturers or retailers, or any increased success
by existing competition, could result in reductions in unit sales or prices, or
both, which could have a material adverse effect on the Company's business and
results of operations.

TRADEMARKS AND LICENSES

The Company holds or has applied for over 75 U.S. trademark registrations
covering its various brand names. The Company believes that its Flyers(TM),
Flying A(R) and Bay to Bay(R) trademarks are material to its business. The word
marks Flying A(R) and Bay to Bay(R) are registered with the United States Patent
and Trademark Office. These registrations expire in 2005 and 2001, respectively,
and are subject to renewal. There are applications pending with the United
States Patent and Trademark Office for trademarks which include the Flyers(TM)
and Flying A(R) names. Two of these applications have been opposed. Pursuant to
separate license agreements, the Company has the exclusive rights to use (i) the
Bill Blass(R) trademark with respect to casual pants and shorts, jeans and
pre-hemmed dress pants distributed or sold in the United States, Mexico and
Canada and (ii) the Generra(R) trademark with respect to the design, manufacture
and wholesale in the United

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<PAGE> 34

States and Canada of men's casual pants, shorts and dress slacks (excluding open
bottom construction) and men's jean-constructed bottoms made of denim or heavy
weight fabrics (excluding open bottom construction). These licenses expire in
2000 and 1999, respectively. The license agreement with respect to the
Generra(R) trademark is subject to two renewal options that expire September 30,
2002 and 2005, respectively. The Company believes that it has the exclusive use
of all of its owned and licensed trademarks.

FACILITIES

The Company's corporate headquarters, cutting and warehouse facilities are
situated on over 18 acres in Tampa, Florida and are owned by the Company. The
Company has recently completed an approximately 110,000 square foot
state-of-the-art cutting facility to provide an environment that will increase
efficiencies and accommodate the Company's increasing volume. The new facility
is located adjacent to the Company's administration and distribution facility
(approximately 190,000 square feet). During Fiscal 1997, the Company's cutting,
and labeling, packaging and shipping facilities operated at approximately 65% of
capacity. During Fiscal 1998, the Company anticipates spending approximately
$410,000 to add a third Gerber cutter and up to $5.0 million to upgrade its
existing computer system. The Company's facilities are subject to a mortgage
securing the Loan Agreement, which had an outstanding balance of $9.6 million at
June 28, 1997. See Note 6 to the Consolidated Financial Statements. The Company
also leases approximately 4,000 square feet of showroom offices in New York
City. This lease expires in April 2004. The Company believes that its existing
facilities are adequate to meet its current and foreseeable needs. The Company
also believes its existing facilities are well maintained and in good operating
condition.

LEGAL PROCEEDINGS

On March 21, 1997, Levi Strauss & Co. brought suit against the Company in
U.S. District Court for the Northern District of California. The complaint
alleges, among other things, that the Company's Flyers(TM) trademark and certain
trade dress used in the labeling and packaging of the Company's Flyers(TM) and
Bay to Bay(R) products infringe upon certain of plaintiff's proprietary
trademark and trade dress rights in violation of the federal Lanham Act and
California law. The complaint seeks injunctive relief, as well as treble damages
and attorneys' fees. The Company has also received notice that plaintiff intends
to seek to amend its complaint to allege that certain trade dress used in the
labeling and packaging of the Company's licensed Bill Blass(R) brand dress slack
also infringes upon certain of plaintiff's proprietary trade dress rights.
Although the outcome of the litigation cannot be determined at this time and the
Company would consider reasonable settlement opportunities, the Company
currently intends to vigorously defend against such allegations. Nevertheless,
in an attempt to limit the Company's liability, if any, with respect to such
alleged infringement, the Company has unilaterally altered the trademark and
trade dress which are currently the subject of this litigation.

On July 3, 1997, Out-of-Mexico Apparel, Ltd. brought suit against the
Company in California Superior Court for, among other things, breach of
contract, breach of an implied covenant of good faith and fair dealing, and
violation of the California Unfair Business Practices Act. The complaint alleges
that the Company entered into contracts for the manufacture of apparel with
certain manufacturers in contravention of a customer non-disclosure and
non-circumvention agreement between Out-of-Mexico Apparel, Ltd. and the Company.
The complaint seeks compensatory damages and prejudgment interest, punitive
damages and the costs of suit. Although the outcome of the litigation cannot be
determined at this time and the Company would consider reasonable settlement
opportunities, the Company intends to vigorously defend against such
allegations.

The Company is not involved in any other pending or threatened legal
proceedings which the Company believes could reasonably be expected to have a
material adverse effect on the Company's business or results of operations.

REORGANIZATION

The Company was founded in 1927 under the name Tropical Garment
Manufacturing Company. In 1989, the Company was acquired by William W. Compton,
Michael Kagan and a predecessor in interest to

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<PAGE> 35

Accel and Shakale through the purchase of the Company's outstanding capital
stock by Tropical Acquisition Corporation, a Delaware corporation and
wholly-owned subsidiary of Apparel International Group, Inc., a Delaware
corporation. A majority of Accel's shares are owned by Eloy S. Vallina-Laguera.
See "Management" and "Principal and Selling Shareholders." On August 22, 1997,
Apparel International Group, Inc. was merged into Tropical Sportswear Int'l
Corporation, a Florida corporation incorporated on January 27, 1997. Prior to
the consummation of the Offering, the Company and Tropical Acquisition
Corporation will be merged into Tropical Sportswear Int'l Corporation, which
will become the Company.

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<PAGE> 36

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The Company's Board of Directors consists of eight members divided into
three classes, with the members of each class serving three-year terms. (The
size of the Board of Directors will be automatically reduced to seven members if
the Underwriters' over-allotment options are exercised to such an extent that
Shakale's ownership falls below 5.0% of the outstanding Common Stock). The
following table sets forth information, as of the date of this Prospectus,
regarding the directors and executive officers of the Company.

<TABLE>
<CAPTION>
TERM AS
DIRECTOR
NAME AGE POSITION EXPIRES
- ---- --- -------- --------
<S> <C> <C> <C>
William W. Compton......... 53 Chairman of the Board, Chief Executive Officer and 2000
Director
Richard J. Domino.......... 48 President
Michael Kagan.............. 58 Executive Vice President, Chief Financial Officer, 1998
Treasurer, Secretary and Director
Jesus Alvarez-Morodo....... 51 Director 2000
Eloy S. Vallina-Laguera.... 59 Director 1999
Leslie J. Gillock.......... 41 Director 1999
Donald H. Livingstone...... 54 Director 1999
Leon H. Reinhart........... 55 Director 1998
David Garza................ 35 Director* 1998
</TABLE>

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

* In the event the Underwriters' over-allotment options are exercised to such an
extent that Shakale's ownership falls below 5.0% of the issued and outstanding
shares of Common Stock and the size of the Board of Directors is automatically
reduced to seven, the seat presently occupied by Mr. Garza would cease to
exist and, hence, Mr. Garza would no longer be a director.

William W. Compton has served as Chairman of the Board, Chief Executive
Officer and a Director of the Company since November 1989. He also served as
President of the Company from November 1989 to November 1994. Mr. Compton has
over 28 years of experience in the apparel industry. Prior to joining the
Company, he served as President and Chief Operating Officer of Munsingwear,
Inc., an apparel manufacturer and marketer, President/Executive Vice President
of Corporate Marketing for five apparel divisions of McGregor/Faberge
Corporation and President, U.S.A. and a director of Farah Manufacturing
Corporation, a men's apparel manufacturer. Mr. Compton currently serves on the
Board of Directors of the Brigham Young University Marriott School of
Management.

Richard J. Domino joined the Company in 1988 and has served as President of
the Company since November 1994. Mr. Domino served as Senior Vice President of
Sales and Marketing from January 1994 to October 1994 and Vice President of
Sales from December 1989 to December 1993. He has over 23 years experience in
apparel-related sales and marketing. Before joining the Company, Mr. Domino was
employed by Thompson Sportswear, Inc., a men's apparel manufacturer and
marketer, as its Sales Manager for the Northwest Territory, and by Haggar Corp.,
a men's apparel manufacturer and marketer, as its New Jersey Salesman.

Michael Kagan has served as Executive Vice President, Chief Financial
Officer, Treasurer, Secretary and a Director of the Company since November 1989.
Mr. Kagan has more than 30 years experience in the apparel industry. Prior to
joining the Company, Mr. Kagan served as Senior Vice President of Finance for
Munsingwear, Inc. and as Executive Vice President and Chief Operating Officer of
Flexnit Company, Inc., a manufacturer of women's intimate apparel.

Jesus Alvarez-Morodo has served as a Director of the Company since November
1989. Mr. Alvarez-Morodo has been Vice Chairman of the Board of Elamex, S.A. de
C.V., a manufacturing company controlled by Accel ("Elamex"), since 1995 and
President and Chief Executive Officer of Accel since 1992. Accel is a publicly
traded Mexican holding company having subsidiaries engaged in warehousing,
distribution and

35
<PAGE> 37

manufacturing. He has been a director of Elamex since 1990. Mr. Alvarez-Morodo
has held various positions with Accel and its predecessor, Grupo Chihuahua S.A.
de C.V. ("Grupo Chihuahua"), and its subsidiaries since 1982, including Vice
President from 1989 to 1992.

Eloy S. Vallina-Laguera has served as a Director of the Company since
November 1989. Mr. Vallina-Laguera has been Chairman of the Board of Accel and
its predecessor, Grupo Chihuahua, since its inception in 1979, and Chairman of
the Board of Elamex since 1990. He is also Chairman of Kleentex Corp., and an
advisory director of Norwest Bank El Paso. Mr. Vallina-Laguera was Chairman of
Banco Commercial Mexicano, later Multibanco Comermex, one of Mexico's largest
commercial banks at that time, from 1971 until its expropriation in 1982.

Leslie J. Gillock has served as a Director of the Company since August
1997. Ms. Gillock has served in various capacities with Fruit of the Loom, Inc.
since 1978, including Vice President of Marketing since March 1995, Director of
Marketing from January 1993 through February 1995, and Marketing Manager for
Intimate Apparel from January 1989 through December 1992. She has over 19 years
experience in the apparel industry.

Donald H. Livingstone has served as a Director of the Company since August
1997. He has been a Teaching Professor at the Brigham Young University Marriott
School of Management and the Director of its Center for Entrepreneurship since
September 1994. From 1976 through March 1995, he was a partner with Arthur
Andersen LLP. He joined Arthur Andersen LLP in 1966.

Leon H. Reinhart has served as a Director of the Company since August 1997.
Mr. Reinhart has been President, Chief Executive Officer and a director of First
National Bank based in San Diego, California since May 1996. Prior to such time,
he served as Chief Credit Officer and Deputy General Manager of Citibank Mexico
from 1988 through April 1996. Mr. Reinhart's experience includes more than
twenty years as a financial executive with Citibank, N.A. and its affiliates in
a variety of domestic and international positions.

David Garza has served as a Director of the Company since November 1989.
Mr. Garza also has served as Chief Executive Officer of Madisa, S.A., a heavy
equipment distributor, since 1990 and Industrias Intercontinental, S.A., a
manufacturer of glazed tile, since 1986. He currently serves on the boards of
directors of various corporations, including Madisa, S.A. and Industrias
Intercontinental, S.A. since 1983 and Promotora Ambiental, S.A., a waste
management company, and Desarrollos Inmobiliarios Delta, S.A., a real estate
company, since 1991.

KEY EMPLOYEES

Paul Anders has served as Senior Vice President of Information Systems of
the Company since May 1992. Mr. Anders has over 23 years experience in
information systems. Prior to joining the Company, Mr. Anders was Marketing
Support Manager of Amdahl Corporation and Systems Supporting Manager of
McDonnell Douglas.

Thomas E. Bland, II joined the Company in January 1997 as Senior Vice
President of Corporate Quality. Mr. Bland has over 15 years experience in
strategic planning, quality, reengineering and operations analysis. Prior to
joining the Company, Mr. Bland was a Strategic Operations Practice Leader for
the Management Consulting Division of Grant Thornton, L.L.P. from January 1996
to January 1997. He previously spent seven years with Coopers and Lybrand
L.L.P., where he was responsible for the Quality and Strategic Planning Practice
for Coopers and Lybrand, L.L.P.'s Florida Management Consulting Practice. Mr.
Bland is a past member of the Board of Directors of the Florida Sterling
Council, a Certified Quality Engineer (as awarded by the American Society of
Quality Control), an ISO 9000 Lead Auditor and a member of the Planning Forum.

Garff Bryson has served as Senior Vice President of Sales & Marketing of
the Company since January 1995. From December 1989 to December 1994, he served
as Regional Vice President of Sales & Marketing of the Company. Mr. Bryson has
over 34 years experience in sales and marketing. Prior to joining the Company,
Mr. Bryson was Western Regional Sales Manager of Munsingwear, Inc., President of
Marks Work Wearhouse Ltd. and Vice President of Sales & Marketing of Farah
Manufacturing Corporation.

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<PAGE> 38

Vicki Cortez has served as Vice President of Human Resources of the Company
since February 1990. Ms. Cortez has over 25 years experience in employee and
management development. Prior to joining the Company, Ms. Cortez owned and
operated Cortez and Associates, an employee development consulting firm located
in Phoenix, Arizona. Ms. Cortez also has 10 years experience in banking
management and sales development. Ms. Cortez is the sister-in-law of Mr.
Compton.

Radhames Fernandez has served as Senior Vice President of 807 Operations of
the Company since November 1993. Prior to that time, he served as Vice President
of 807 Operations from 1992 to October 1993, Vice President of Dominican
Operations from 1991 to 1992, and Contract Administrative Manager from 1988 to
1991. Mr. Fernandez joined the Company in 1983 as Quality Auditor in the
Dominican Republic. Mr. Fernandez has over 13 years experience in the apparel
industry.

J. Michael Fischer has served as Senior Vice President of Distribution of
the Company since September 1997. Mr. Fischer has over 19 years experience in
manufacturing and distribution facility management. Prior to joining the
Company, Mr. Fischer held various positions with Lee Apparel Co., a division of
VF Corporation, from 1984 to 1997, most recently as Director of Distribution
Engineering and Acting Director of Distribution. He also served as a Project
Engineer for Proctor and Gamble Co. from 1980 to 1984.

Sharon L. Perdue has served as Senior Vice President of Finance of the
Company since October 1994. Prior to that time, she served as Vice President of
Finance from October 1993 to September 1994, Vice President and Controller from
June 1993 to September 1993 and Controller from July 1992 to May 1993. Ms.
Perdue joined the Company in October 1990 as Assistant Controller. Prior to
joining the Company, Ms. Perdue was Controller and Business Manager of Westside
Communications/Dial Page and a Senior Auditor with Ernst & Young, LLP. Ms.
Perdue has over 14 years experience in finance.

Michael Straka has served as Senior Vice President of Manufacturing of the
Company since September 1995. Mr. Straka joined the Company in January 1994 as
Senior Vice President of Operations. Mr. Straka has over 26 years experience in
the apparel industry. Prior to joining the Company, Mr. Straka was Vice
President of 807 Operations for Perry Manufacturing Co. from December 1992 to
December 1993. He also has served as Executive Vice President of Willis Geiger
Inc. (a division of VF Corp.) and as Director of Product Development, Quality
and Technical Service of Hanes Fabric Company, Inc.

John Taylor has served as Senior Vice President of Operations of the
Company since September 1995. Mr. Taylor has over 18 years experience in all
aspects of manufacturing management, manufacturing automation, computer systems
and software. Mr. Taylor joined the Company in August 1995 as Senior Vice
President of Advance Technology & Logistics. Prior to joining the Company, Mr.
Taylor was an Executive Engineer for Western Atlas, Inc., an automated
production equipment manufacturer, from September 1994 to August 1995, and was
engaged as an independent consultant for Hagans Ziegler Ltd. from December 1991
to September 1994. Mr. Taylor also has worked for Septor Electronics Corp., part
of AEG Aktiengesellschaft, a division of Daimler-Benz, and the Consulting
Division of Arthur Andersen LLP.

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<PAGE> 39

EXECUTIVE COMPENSATION

The following table sets forth certain information concerning compensation
paid to or earned by the Company's Chief Executive Officer and each of the
Company's two other most highly compensated executive officers who earned more
than $100,000 for the fiscal year ended September 28, 1996.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION
- --------------------------- -------- -------- ------------
<S> <C> <C> <C>
William W. Compton
Chairman of the Board and
Chief Executive Officer.................................. $336,985 $387,200 $31,522(1)(2)
Richard J. Domino
President................................................ 184,615 200,000 --
Michael Kagan
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary.................................. 192,000 153,600 19,343(2)(3)
</TABLE>

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

(1) Includes $25,000 in director's fees and $6,522 in grossed up premiums for
term life insurance for the benefit of Mr. Compton and his family.
(2) After the completion of the Offering, directors who are executive officers
of the Company will receive no compensation as such for service as members
of either the Board of Directors or committees thereof.
(3) Includes $15,000 in director's fees and $4,343 in grossed up premiums for
term life insurance for the benefit of Mr. Kagan and his family.

EMPLOYMENT AGREEMENTS

Prior to the Offering, the Company had separate employment agreements with
each of Messrs. Compton, Kagan and Domino. Under these agreements, Messrs.
Compton, Kagan and Domino were entitled to annual base salaries of $390,000,
$215,000, and $225,000, respectively, in Fiscal 1997. In addition, Mr. Compton
and Mr. Kagan were entitled to receive annual bonuses based on the Company's
earnings before interest payments and income taxes.

The Company has entered into new employment agreements with each of Messrs.
Compton, Kagan and Domino, which shall become effective as of the completion of
the Offering. The employment agreement with Mr. Compton provides for an initial
term of five years, with automatic renewals beginning at the end of the third
year such that there shall remain at all times thereafter a rolling two-year
term of employment. Notwithstanding the foregoing, in the event the agreement
has not otherwise been terminated, it will terminate automatically at the end of
the Company's fiscal year in which Mr. Compton reaches age 65. The agreement
provides for an initial annual base salary of $390,000, subject to a minimum
annual increase equal to the increase in the Consumer Price Index for all Urban
Consumers -- All Items Index for Tampa, Florida ("CPI") for the immediately
preceding twelve months. Mr. Compton is also entitled to an annual performance
bonus of up to 110% of his base salary based on a comparison of the Company's
average return on total capital employed over a four-year period as compared to
an average target return on total capital as calculated for a select group of
publicly traded apparel companies over the same period. To the extent authorized
by the Board, Mr. Compton also shall be entitled to participate in such bonus
programs and other benefit plans as are generally made available to other
executive officers of the Company.

The agreement may not be terminated by the Company prior to January 1, 1999
for any reason other than cause (as defined therein) or Mr. Compton's death or
disability. If the agreement is terminated by the Company on or after January 1,
1999, for any reason other than cause or Mr. Compton's death or disability, the
Company shall pay Mr. Compton a one-time, lump sum severance payment equal to
the product of (i) the greater of two and the number of years (rounded to the
nearest 1/12th of a year) remaining in the initial five-

38
<PAGE> 40

year term and (ii) the sum of Mr. Compton's average annual base salary and
average annual bonus for the preceding three years. During the two-year period
following termination of employment other than as a result of disability, Mr.
Compton shall not engage in or have any impermissible financial interest in any
business that is engaged in the merchandising, manufacturing, distribution or
marketing of men's casual pants, shorts and jeans.

The agreement also provides for a one-time, lump sum severance payment, in
lieu of any other severance payment, if Mr. Compton elects to terminate his
employment with the Company either for "good reason" (as defined therein) or
upon a "change of control" of the Company. Upon termination for "good reason,"
the severance payment will equal the product of (i) the greater of two and the
number of years (rounded to the nearest 1/12th of a year) remaining in the
initial five-year term and (ii) the sum of Mr. Compton's average annual base
salary and average annual bonus for the preceding three years. Upon termination
upon a "change of control," the severance payment will equal, depending on the
extent of the change of control, either (a) two times Mr. Compton's average
annual base salary for the preceding three years or (b) two times the sum of Mr.
Compton's average annual base salary and average annual bonus for the preceding
three years. Under the agreement, a "change of control" shall be deemed to have
occurred if (i) any person (other than certain exempt persons, including Messrs.
Compton and Kagan, Accel, Shakale, the Company and their respective affiliates
and associates) beneficially owns 25% or more of the outstanding shares of
voting capital stock or (ii) immediately following the sale or transfer of
substantially all of the Company's assets, or the merger or consolidation of the
Company with or into another person, any person (other than certain exempt
persons) shall beneficially own 25% or more of the surviving or acquiring
person.

The Company's employment agreement with Mr. Kagan is substantially the same
as Mr. Compton's except that Mr. Kagan's initial annual base salary is $215,000
and his maximum annual performance bonus equals 80% of his base salary.

The Company's employment agreement with Mr. Domino provides for an initial
term of three years, with automatic renewals beginning at the end of the second
year such that there shall remain at all times thereafter a rolling one-year
term of employment. Notwithstanding the foregoing, in the event the agreement
has not been otherwise terminated, it will terminate automatically at the end of
the Company's fiscal year in which Mr. Domino reaches age 65. The agreement
provides for an initial annual base salary of $225,000, subject to a minimum
annual increase equal to the increase in the CPI for the immediately preceding
twelve months. Mr. Domino is also entitled to an annual performance bonus up to
100% of his base salary. To the extent authorized by the Board, Mr. Domino also
shall be entitled to participate in such bonus programs and other benefit plans
as are generally made available to other executive officers of the Company.

The agreement provides that, if Mr. Domino's employment is terminated
without cause (as defined therein) by the Company, he shall be entitled to
severance payments, payable bi-weekly, at his annual base salary rate at the
time of termination until the earlier of (i) the date he obtains new employment
and (ii) the end of the remaining term under the employment agreement. In the
event Mr. Domino obtains new employment prior to the end of the remaining term
under the employment agreement, he shall be entitled to receive bi-weekly from
the Company the difference between his annual base salary rate at the time of
termination and his annual cash compensation rate from his new employment. The
agreement further provides that, if Mr. Domino resigns or is terminated for
cause, he will not, during the one-year period immediately following such
termination, engage in or have any impermissible financial interest in any
business that is engaged in the merchandising, manufacturing, distribution or
marketing of men's casual pants, shorts or jeans.

STOCK OPTION PLANS

The Company currently maintains two stock option plans to attract, motivate
and retain key employees and members of the Board of Directors who are not
employees of the Company. These stock option plans have been adopted by the
Board of Directors and are expected to be approved by the shareholders of the
Company prior to the consummation of the Offering.

Employee Stock Option Plan. The Company's Employee Stock Option Plan (the
"Employee Plan") provides for the grant of incentive or nonqualified stock
options to purchase up to 500,000 shares of Common

39
<PAGE> 41

Stock. Upon the completion of the Offering, the executive officers named in the
Summary Compensation Table will be granted options to purchase a total of
200,800 shares of Common Stock at the initial public offering price as follows:
William W. Compton, 104,400 shares; Michael Kagan, 61,100 shares; and Richard J.
Domino, 35,300 shares. All employees of the Company as a group, including these
executive officers, will be granted options to purchase a total of 300,000
shares of Common Stock at the initial public offering price. All of such options
expire on the tenth anniversary of the date of grant. Options shall become
exercisable over a period of three years in equal amounts.

Non-Employee Director Stock Option Plan. The Company's Non-Employee
Director Stock Option Plan (the "Non-Employee Plan") provides for the grant of
nonqualified stock options to purchase up to 200,000 shares of Common Stock to
members of the Board of Directors who are not employees of the Company. As of
the date of this Prospectus, such members held no options under the Non-Employee
Plan. Each non-employee director shall be granted options to purchase 10,000
shares of Common Stock at the initial public offering price as of the effective
date of the registration statement to which the Prospectus relates. Thereafter,
on the date on which an outside director is initially elected or appointed, he
or she shall automatically be granted options to purchase 10,000 shares of
Common Stock. Each outside director also shall be granted options to purchase
10,000 shares of Common Stock on the day following each annual meeting of
shareholders at which such outside director is re-elected. All options granted
will have an exercise price equal to the then fair market value of the Common
Stock and will expire on the tenth anniversary of the date of grant. Options
shall become exercisable over a period of three years in equal amounts. The
Non-Employee Plan is a formula plan and accordingly is intended to be
self-governing. To the extent that questions of interpretation arise, they will
be resolved by the Board of Directors.

1996 Stock Option Grants. On December 18, 1996, the Company adopted the
1996 Stock Option Plan (the "1996 Plan"). Pursuant to the 1996 Plan, options to
purchase (after giving effect to the reorganization of the Company) 60,000
shares of Common Stock at a price per share of $10.50 were granted to employees
of the Company, including the executive officers named in the Summary
Compensation Table. The executive officers named in the Summary Compensation
Table received options to purchase a total of 45,300 shares of Common Stock as
follows: William W. Compton, 23,500 shares; Michael Kagan, 13,800 shares; and
Richard J. Domino, 8,000 shares. All of such options will expire on the tenth
anniversary of the date of grant. The options shall become exercisable over a
period of three years in equal amounts.

DIRECTOR COMPENSATION

Directors who are executive officers of the Company receive no compensation
as such for service as members of either the Board of Directors or committees
thereof. Directors who are not executive officers of the Company receive $1,000
per Board and/or committee meeting attended, plus reimbursement of reasonable
expenses. The outside directors are also eligible to receive options to purchase
Common Stock under the Company's Non-Employee Director Stock Option Plan. See
"Management -- Stock Option Plans -- Non-Employee Director Stock Option Plan."

COMMITTEES OF THE BOARD

The Board of Directors has established committees whose responsibilities
are summarized as follows:

Audit Committee. The Audit Committee is comprised of Messrs.
Alvarez-Morodo and Livingstone and Ms. Gillock, and is responsible for reviewing
the independence, qualifications and activities of the Company's independent
certified public accountants and the Company's financial policies, control
procedures and accounting staff. The Audit Committee recommends to the Board the
appointment of the independent certified public accountants and reviews and
approves the Company's financial statements. The Audit Committee is also
responsible for the review of transactions between the Company and any Company
officer, director or entity in which a Company officer or director has a
material interest.

Compensation Committee. The Compensation Committee is comprised of Messrs.
Compton, Reinhart and Vallina-Laguera and Ms. Gillock, and is responsible for
establishing the compensation of the Company's

40
<PAGE> 42

directors, officers and other managerial personnel, including salaries, bonuses,
termination arrangements, and other executive officer benefits.

Stock Option Committee. The Stock Option Committee is comprised of Ms.
Gillock and Messrs. Reinhart and Vallina-Laguera. The Stock Option Committee is
responsible for the administration of the Employee Plan, including the
recipients, amounts and terms of stock option grants, and the 1996 Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee recently was established in connection
with the Offering. The members of the Compensation Committee are Messrs.
Compton, Reinhart and Vallina-Laguera and Ms. Gillock. Except for Messrs.
Compton and Kagan, no officer or employee of the Company has participated in
deliberations of the Board of Directors prior to the Offering concerning
executive officer compensation.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of the date of this Prospectus, and as adjusted to
reflect the sale of Common Stock offered hereby, with respect to: (i) each of
the Company's directors and the executive officers named in the Summary
Compensation Table; (ii) all directors and officers of the Company as a group;
(iii) the Selling Shareholders; and (iv) each person known by the Company to own
beneficially more than 5% of the Common Stock. Unless otherwise indicated, each
of the shareholders listed below has sole voting and investment power over the
shares beneficially owned.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING SHARES AFTER OFFERING
------------------- BEING -------------------
NAME SHARES PERCENT OFFERED SHARES PERCENT
- ---- --------- ------- --------- --------- -------
<S> <C> <C> <C> <C> <C>
William W. Compton(1)........................ 945,333 15.7% -- 945,333 12.4%
Richard J. Domino(2)......................... 8,000 * -- 8,000 *
Michael Kagan(3)............................. 567,100 9.4 -- 567,100 7.5
Jesus Alvarez-Morodo(4)(5)................... -- -- -- -- --
Eloy S. Vallina-Laguera(4)(5)................ 2,250,450 37.5 650,000 1,600,450 21.1
Leslie J. Gillock(4)......................... -- -- -- -- --
Donald H. Livingstone(4)..................... -- -- -- -- --
Leon H. Reinhart(4).......................... -- -- -- -- --
David Garza(4)(6)............................ -- -- -- -- --
Accel(5)..................................... 2,250,450 37.5 650,000 1,600,450 21.1
Shakale(6)................................... 2,249,550 37.5 1,750,000 499,550 6.6
All directors and officers as a group (9
persons)................................... 3,750,450 62.5% 650,000 3,100,450 40.8%
</TABLE>

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

* Less than 1%.
(1) Includes 228,000 shares held by the Compton Family Limited Partnership.
Includes 7,833 shares of Common Stock issuable upon the exercise of
outstanding stock options which become exercisable on December 18, 1997.
Does not include 15,667 shares of Common Stock issuable upon the exercise of
outstanding stock options or 104,400 shares of Common Stock issuable upon
the exercise of stock options to be granted upon completion of the Offering.
See "Management -- Stock Option Plans." The business address of Mr. Compton
is 4902 West Waters Avenue, Tampa, Florida 33634.
(2) Includes 8,000 shares of Common Stock issuable upon the exercise of
outstanding stock options which become exercisable on December 18, 1997.
Does not include 35,300 shares of Common Stock issuable upon the exercise of
stock options to be granted upon the completion of the Offering. See
"Management -- Stock Option Plans."
(3) Includes 562,500 shares held in the Kagan Family Limited Partnership.
Includes 4,600 shares of Common Stock issuable upon the exercisable of
outstanding stock options which become exercisable on December 18, 1997.
Does not include 9,200 shares of Common Stock issuable upon the exercise of
outstanding stock options or 61,100 shares of Common Stock issuable upon the
exercise of stock options to be granted upon the completion of the Offering.
See "Management -- Stock Option Plans." The business address of Mr. Kagan is
4902 West Waters Avenue, Tampa, Florida 33634.
(4) Does not include 10,000 shares of Common Stock issuable upon the exercise of
stock options to be granted upon the completion of the Offering. See
"Management -- Stock Option Plans."
(5) Consists of shares held by Accel. Mr. Vallina-Laguera owns directly
146,791,192 shares, or 42.1%, of the outstanding common stock of Accel. In
addition, he controls companies that hold 30,486,616 shares, or 8.8%, of the
outstanding common stock of Accel. Mr. Alvarez-Morodo is the President and
Chief Executive Officer of Accel. The business address of Mr.
Vallina-Laguera is Av. Zarco No. 2401, Col. Zarco, Chihuahua, Chih., Mexico,
and the business address of Mr. Alvarez-Morodo and Accel is Virginia
Fabregas No. 80, Col. San Rafael, 06470 Mexico, D.F.
(6) Shakale is controlled by the father of Mr. Garza. The business address of
Shakale is 1555 de la avenida 3 bis, calles 15 y 17, Apto. 1756-1000, San
Jose, Costa Rica.

41
<PAGE> 43

CERTAIN TRANSACTIONS

The Audit Committee of the Board of Directors is responsible for reviewing
all transactions between the Company and any officer or director of the Company
or any entity in which an officer or director has a material interest. Any such
transactions must be on terms no less favorable than those that could be
obtained on an arms-length basis from independent third parties.

Pursuant to an underwriting agreement by and among the Company, the Selling
Shareholders and the Underwriters, the Company and the Selling Shareholders have
jointly and severally agreed to indemnify the several Underwriters or to
contribute to losses arising out of certain liabilities, including liabilities
under the Securities Act. The Company and the Selling Shareholders intend to
enter into a separate agreement which will allocate between them certain
liabilities which may arise under the underwriting agreement or otherwise in
connection with the Offering. Such liabilities will be allocated to the Company,
except to the extent that such liabilities arise out of certain information
supplied by the Selling Shareholders or their affiliates in writing in
connection with the Offering or out of representations and warranties made by
them in the underwriting agreement.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $.01 per share, and 10,000,000 shares of Preferred
Stock, par value $.01 per share. As of the date of this Prospectus, there were
issued and outstanding 6,000,000 shares of Common Stock and 38,630 shares of
Preferred Stock.

The following description is qualified in its entirety by reference to the
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws, which are filed as exhibits to the Registration Statement of
which this Prospectus is a part.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share held of
record on all matters submitted to a vote of shareholders. Cumulative voting in
the election of directors is not permitted. Subject to preferences that may be
granted to holders of Preferred Stock, holders of Common Stock are entitled to
receive ratably such dividends as may be declared by the Board of Directors out
of funds legally available therefor. See "Dividend Policy." In the event of
liquidation, dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in all assets remaining after payment of
liabilities and the liquidation preference, if any, which may be granted to the
holders of Preferred Stock. Holders of Common Stock have no conversion,
preemptive or other rights to subscribe for additional shares or other
securities, and there are no redemption or sinking fund provisions with respect
to such shares. The issued and outstanding shares of Common Stock are, and the
shares offered hereby will be upon payment therefor, fully paid and
nonassessable.

PREFERRED STOCK

The Board of Directors has the authority to issue up to 10,000,000 shares
of Preferred Stock in one or more series and to fix the number of shares
constituting any such series and the rights and preferences thereof, including
dividend rates, terms of redemption (including sinking fund provisions),
redemption price or prices, voting rights, conversion rights and liquidation
preferences of the shares constituting such series, without any further vote or
action by the Company's shareholders. The issuance of Preferred Stock by the
Board of Directors could adversely affect the rights of holders of Common Stock.
For example, an issuance of Preferred Stock could result in a class of
securities outstanding that would have preferences over the Common Stock with
respect to dividends and liquidations, and that could (upon conversion or
otherwise) enjoy all of the rights appurtenant to Common Stock.

42
<PAGE> 44

As of the date of this Prospectus, there were issued and outstanding 38,630
shares of Special Preferred Stock. Shares of this Special Preferred Stock are
redeemable at the option of the Company at a redemption price of $100 per share.
The Company intends to use a portion of the net proceeds from the Offering to
redeem all of said shares.

CERTAIN ANTI-TAKEOVER EFFECTS

The Florida Business Corporation Act (the "Florida Act"), the Company's
Amended and Restated Articles of Incorporation (the "Articles of Incorporation")
and the Company's Amended and Restated Bylaws (the "Bylaws") contain provisions
that could have an anti-takeover effect. These provisions are intended to
enhance the likelihood of continuity and stability in the composition of the
Board and in the policies formulated by the Board and to discourage certain
types of transactions described below, which may involve an actual or threatened
change of control of the Company. The provisions are designed to encourage any
person interested in acquiring the Company to negotiate with and obtain the
approval of the Board in connection with the transaction. However, certain of
these provisions may discourage a future acquisition of the Company not approved
by the Board in which shareholders might receive the maximum value for their
shares or which a substantial number and perhaps even a majority of the
Company's shareholders believes to be in the best interests of all shareholders.
As a result, shareholders who might desire to participate in such a transaction
may not have the opportunity to do so. See "Risk Factors -- Anti-Takeover
Provisions."

Statutory Provisions. The Company is subject to several anti-takeover
provisions under Florida law that apply to a public corporation organized under
Florida law unless the corporation has elected to opt out of such provisions in
its articles of incorporation or (depending on the provision in question) its
bylaws. The Company has not elected to opt out of these provisions. The Florida
Act contains a provision that prohibits the voting of shares in a publicly held
Florida corporation which are acquired in a "control share acquisition" unless
the board of directors approves the control share acquisition or the holders of
a majority of the corporation's voting shares (exclusive of shares held by
officers of the corporation, inside directors or the acquiring party) approve
the granting of voting rights as to the shares acquired in the control share
acquisition. A control share acquisition is defined as an acquisition that
immediately thereafter entitles the acquiring party to vote in the election of
directors within each of the following ranges of voting power: (i) one-fifth or
more but less than one-third of such voting power; (ii) one-third or more but
less than a majority of such voting power; and (iii) a majority or more of such
voting power. This statutory voting restriction is not applicable in certain
circumstances set forth in the Florida Act.

The Florida Act also contains an "affiliated transaction" provision that
prohibits a publicly-held Florida corporation from engaging in a broad range of
business combinations or other extraordinary corporate transactions with an
"interested shareholder" unless (i) the transaction is approved by a majority of
disinterested directors before the person becomes an interested shareholder,
(ii) the interested shareholder has owned at least 80% of the Company's
outstanding voting shares for at least five years, or (iii) the transaction is
approved by the holders of two-thirds of the Company's voting shares other than
those owned by the interested shareholder. An interested shareholder is defined
as a person who, together with affiliates and associates thereof, beneficially
owns (as defined in Section 607.0901(1)(e), Florida Statutes) more than 10% of
the Company's outstanding voting shares.

Classified Board of Directors. Under the Company's Articles of
Incorporation and Bylaws, the Board of Directors of the Company is divided into
three classes, with staggered terms of three years each. Each year the term of
one class expires. In addition, pursuant to the Company's Articles of
Incorporation, Accel currently has the right to nominate two persons to stand
for election to the Company's eight-member Board of Directors, and Shakale and
separate family limited partnerships controlled by Messrs. Compton and Kagan,
respectively, each currently has the right to nominate one person to stand for
election to the Company's eight-member Board of Directors. (In the event the
Underwriters' over-allotment options are exercised to such an extent that
Shakale's ownership falls below 5.0% of the outstanding Common Stock, the
Company's Board of Directors will be reduced automatically to seven members and
Shakale will not have any special nomination rights. As a result of such
reduction in the size of the Board, the seat presently occupied by David Garza,
Jr. would cease to exist and, hence, Mr. Garza would no longer be a director of
the Company.) Moreover, Accel,

43
<PAGE> 45

Shakale and Messrs. Compton and Kagan and their respective family limited
partnerships have entered into a shareholder's agreement pursuant to which,
among other things, each of them has agreed to vote the shares of Common Stock
owned or controlled thereby for the election as directors of the nominees of the
other parties pursuant to their special nomination rights. In light of the
foregoing, such persons will effectively have the ability to significantly
influence the election of the Company's directors and the outcome of all other
issues submitted to the Company's shareholders.

The Company's Articles of Incorporation also provide that any vacancies on
the Board of Directors shall be filled only by the affirmative vote of a
majority of the directors then in office, even if less than a quorum, and that
any director may be removed from office, but only for cause.

Special Voting Requirements. The Company's Articles of Incorporation
provide that actions by the shareholders may be taken at an annual or special
meeting of the shareholders or by written consents executed by the holders of
outstanding voting shares having not less than the minimum number of votes
necessary to authorize or take such action at a meeting at which all voting
shares were present and voted. The Articles of Incorporation provide that
special meetings of the shareholders may be called by only a majority of the
members of the board of directors, the Chairman of the Board, the Chief
Executive Officer of the Company, or the holders of not less than 25% of the
Company's outstanding voting shares. Under the Company's Bylaws, shareholders
will be required to comply with advance notice provisions with respect to any
proposal submitted for shareholder vote, including nominations for elections to
the Board of Directors. The Articles of Incorporation and Bylaws of the Company
contain provisions requiring the affirmative vote of the holders of at least
two-thirds of the Common Stock to amend certain provisions thereof.

The foregoing provisions of the Florida Act and the Company's Amended and
Restated Articles of Incorporation and Bylaws could have the effect of
preventing or delaying a person from acquiring or seeking to acquire a
substantial equity interest in, or control of, the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is Firstar Trust
Company, Milwaukee, Wisconsin.

44
<PAGE> 46

SHARES ELIGIBLE FOR FUTURE SALE

Upon the completion of the Offering, the Company will have 7,600,000 shares
of Common Stock outstanding. Of these shares, the 4,000,000 shares of Common
Stock sold in the Offering (4,600,000 shares if the Underwriters' over-allotment
options are exercised in full) will be freely tradeable by persons other than
affiliates of the Company, without restriction under the Securities Act.

The remaining 3,600,000 shares of Common Stock (3,000,000 shares if the
Underwriters' over-allotment options are exercised in full) will be "restricted"
securities within the meaning of Rule 144 under the Securities Act and may not
be sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemptions contained in
Rule 144. All 3,600,000 (3,000,000 if the Underwriters' over-allotment options
are exercised in full) of the restricted shares will be beneficially owned by
persons who are affiliates of the Company and after the date of this Prospectus,
will be eligible for public sale pursuant to Rule 144, subject to the volume
restrictions discussed below. However, all of such restricted shares are subject
to lockup restrictions. Pursuant to these restrictions the holders of these
restricted shares, including certain of the Company's executive officers and
directors, have agreed that they will not, without the prior written consent of
Prudential Securities Incorporated, on behalf of the Underwriters, directly or
indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase or otherwise dispose of or transfer (or announce any offer,
sale, offer of sale, contract of sale, pledge, grant of any option to purchase
or other disposition or transfer of) any shares of Common Stock or any other
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock or other similar securities of the Company, currently beneficially
owned or hereafter acquired by such persons, for a period of 180 days from the
date of this Prospectus. After such 180-day period, this restriction will expire
and shares permitted to be sold under Rule 144 would be eligible for sale.
Prudential Securities Incorporated may, in its sole discretion, at any time and
without prior notice, release all or any portion of the shares of Common Stock
subject to such agreements.

In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company, who has
beneficially owned his or her shares for at least one year (including the prior
holding period of any prior owner other than an affiliate) is entitled to sell
within any three-month period that number of shares which does not exceed the
greater of 1% of the outstanding shares of the Common Stock, or the average
weekly trading volume during the four calendar weeks preceding each such sale.
Sales under Rule 144 also are subject to certain manner of sale provisions,
notice requirements and the availability of current public information about the
Company. A person (or persons whose shares are aggregated) who is not or has not
been deemed an "affiliate" of the Company for at least three months, and who has
beneficially owned shares for at least two years (including the holding period
of any prior owner other than an affiliate) would be entitled to sell such
shares under Rule 144 without regard to the limitations discussed above.

Upon the completion of the Offering, there will be outstanding options to
purchase 420,000 shares of Common Stock, of which options to purchase 60,000
shares granted under the 1996 Plan are vested and will generally become
exercisable from 1997 through 1999 at $10.50 per share. The remaining 360,000
options to be granted under the Employee Plan and the Non-Employee Plan will
vest and become exercisable from 1998 through 2000 at a price per share equal to
the initial public offering price. In addition, options for the purchase of
200,000 and 140,000 additional shares of Common Stock will remain available for
issuance under the Employee Plan and Non-Employee Plan, respectively, following
the completion of the Offering. The Company intends to file one or more
Registration Statements on Form S-8 to register under the Securities Act all of
the 760,000 shares of Common Stock that are issuable upon the exercise of
outstanding stock options and that may be subject to stock options that are
issuable in the future under the Employee Plan and the Non-Employee Plan. These
registration statements are expected to be filed as soon as practicable after
the Offering and are expected to become effective immediately upon filing.
Shares covered by the registration statements will be eligible for sale in the
public market after the effective date of the registration statements, subject
to Rule 144 limitations applicable to affiliates of the Company. See
"Management -- Stock Option Plans."

Prior to the Offering, there has been no public market for the Common Stock
and no predictions can be made of the effect, if any, that the sale or
availability for sale of shares of additional Common Stock will have on the
market price of the Common Stock. Nevertheless, sales of substantial amounts of
such shares in the public market, or the perception that such sales could occur,
could materially and adversely affect the market price of the Common Stock and
could impair the Company's future ability to raise capital through an offering
of its equity securities.

45
<PAGE> 47

UNDERWRITING

The Underwriters named below (the "Underwriters"), for whom Prudential
Securities Incorporated and Oppenheimer & Co., Inc. are acting as
Representatives, have severally agreed, subject to the terms and conditions
contained in the Underwriting Agreement, to purchase from the Company and the
Selling Shareholders, the number of shares of Common Stock set forth below
opposite their respective names:

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>
Prudential Securities Incorporated..........................
Oppenheimer & Co., Inc......................................

---------
Total............................................. 4,000,000
=========
</TABLE>

The Company and the Selling Shareholders are obligated to sell, and the
Underwriters are obligated to purchase, all of the shares of Common Stock
offered hereby if any are purchased.

The Underwriters, through the Representatives, have advised the Company and
the Selling Shareholders that they propose to offer the shares of Common Stock
initially at the public offering price set forth on the cover page of this
Prospectus; that the Underwriters may allow to selected dealers a concession of
$ per share; and that such dealers may reallow a concession of
$ per share to certain other dealers. After the initial public
offering, the offering price and the concessions may be changed by the
Representatives.

The Selling Shareholders have granted to the Underwriters options,
exercisable for 30 days from the date of this Prospectus, to purchase up to
600,000 additional shares of Common Stock at the initial public offering price
less underwriting discounts and commissions, as set forth on the cover page of
this Prospectus. The Underwriters may exercise such options solely for the
purpose of covering over-allotments incurred in the sale of the shares of Common
Stock offered hereby. To the extent such options to purchase are exercised, each
Underwriter will become obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the number of
shares set forth opposite each Underwriters' name in the preceding table bears
to 4,000,000.

The Company, its executive officers and directors, and the Selling
Shareholders have agreed that they will not, without the prior written consent
of Prudential Securities Incorporated, on behalf of the Underwriters, directly
or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any
option to purchase, or otherwise dispose of or transfer (or announce any offer,
sale, offer of sale, contract of sale, pledge, grant of any option to purchase
or other disposition or transfer of) any shares of Common Stock or any other
securities convertible into, or exercisable for shares of Common Stock or other
similar securities of the Company, currently beneficially owned or hereafter
acquired by such persons, for a period of 180 days after the date of this
Prospectus. Prudential Securities Incorporated may, in its sole discretion, at
any time and without prior notice, release all or any portion of the shares of
Common Stock subject to such agreements.

The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters or to contribute to losses arising out of certain
liabilities, including liabilities under the Securities Act.

In connection with the Offering, certain Underwriters and selling group
members (if any) and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common Stock.
Such transactions may include stabilization transactions effected in accordance
with Rule 104 of Regulation M promulgated by the Securities and Exchange
Commission, pursuant to which such

46
<PAGE> 48

persons may bid for or purchase Common Stock for the purpose of stabilizing its
market price. The Underwriters also may create a short position for the account
of the Underwriters by selling more Common Stock in connection with the Offering
than they are committed to purchase from the Company, and in such case may
purchase Common Stock in the open market following the closing of the Offering
to cover all or a portion of such short position. The Underwriters may also
cover all or a portion of such short position, up to 600,000 shares of Common
Stock, by exercising the Underwriters' over-allotment options referred to above.
In addition, Prudential Securities Incorporated, on behalf of the Underwriters,
may impose "penalty bids" under contractual arrangements with the Underwriters
whereby it may reclaim from an Underwriter (or selling group member
participating in the Offering) for the account of the other Underwriters, the
selling concession with respect to Common Stock that is distributed in the
Offering but subsequently purchased for the account of the Underwriters in the
open market. Any of the transactions described in this paragraph may result in
the maintenance of the price of the Common Stock at a level above that which
might otherwise prevail in the open market. None of the transactions described
in this paragraph is required, and, if they are undertaken, they may be
discontinued at any time.

The Representatives have informed the Company that the Underwriters do not
intend to confirm sales to any accounts over which they exercise discretionary
authority.

Prior to the Offering, there has been no public market for the Common Stock
of the Company. Consequently, the initial public offering price for the Common
Stock will be determined through negotiation among the Company, the Selling
Shareholders and the Representatives of the Underwriters. Among the factors to
be considered in making such determination will be the prevailing market
conditions, the results of operations of the Company in recent periods relevant
to its prospects and the prospects for its industry in general, the management
of the Company and the market prices of securities for companies in businesses
similar to that of the Company.

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
by the Company will be passed upon for the Company by Foley & Lardner, Tampa,
Florida. Certain legal matters in connection with the sale of the Common Stock
offered hereby will be passed upon for the Selling Shareholders by Winthrop,
Stimson, Putnam & Roberts, New York, New York, and for the Underwriters by
Alston & Bird LLP, Atlanta, Georgia.

EXPERTS

The consolidated financial statements of Tropical Sportswear Int'l
Corporation at June 28, 1997, September 28, 1996 and September 30, 1995, and for
the thirty-nine weeks ended June 28, 1997 and each of the three years in the
period ended September 28, 1996, appearing in this Prospectus and Registration
Statement have been audited by Ernst & Young LLP, independent certified public
accountants, as set forth in their report thereon appearing elsewhere herein,
and are included in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

47
<PAGE> 49

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part)
under the Securities Act with respect to the securities offered hereby. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in the Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance reference is made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference and the exhibits and schedules
thereto. For further information regarding the Company and the Common Stock
offered hereby, reference is hereby made to the Registration Statement and such
exhibits and schedules which may be obtained from the Commission at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a web
site that contains reports, proxy and information statements and other
information regarding registrants, including the Company, that file
electronically with the Commission. The address of such web site is
http://www.sec.gov.

48
<PAGE> 50

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants.......... F-2
Consolidated Balance Sheets................................. F-3
Consolidated Statements of Income........................... F-4
Consolidated Statements of Shareholders' Equity............. F-5
Consolidated Statements of Cash Flows....................... F-6
Notes to Consolidated Financial Statements.................. F-7
</TABLE>

F-1
<PAGE> 51

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors
Tropical Sportswear Int'l Corporation

We have audited the accompanying consolidated balance sheets of Tropical
Sportswear Int'l Corporation as of September 30, 1995, September 28, 1996, and
June 28, 1997 and the related consolidated statements of income, shareholders'
equity, and cash flows for each of the three years in the period ended September
28, 1996 and for the thirty-nine weeks ended June 28, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Tropical
Sportswear Int'l Corporation at September 30, 1995, September 28, 1996, and June
28, 1997 and the consolidated results of its operations and its cash flows for
each of the three years in the period ended September 28, 1996 and for the
thirty-nine weeks ended June 28, 1997, in conformity with generally accepted
accounting principles.

ERNST & YOUNG LLP

Tampa, Florida
August 15, 1997,

except as to the third paragraph of Note 13, as to which the date is October 23,

1997

F-2
<PAGE> 52

TROPICAL SPORTSWEAR INT'L CORPORATION

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
UNAUDITED
PRO FORMA
SEPTEMBER 30, SEPTEMBER 28, JUNE 28, JUNE 28,
1995 1996 1997 1997
------------- ------------- -------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash........................................... $ 68 $ 261 $ 502
Accounts receivable............................ 20,901 20,197 28,294
Inventories.................................... 22,434 23,282 19,546
Deferred income taxes.......................... 1,498 1,816 1,708
Prepaid income taxes........................... 1,167 269 --
Prepaid expenses............................... 186 163 564
------- ------- -------
Total current assets................... 46,254 45,988 50,614
Property and equipment........................... 11,004 20,145 24,606
Less accumulated depreciation and
amortization................................ 2,691 3,475 4,424
------- ------- -------
8,313 16,670 20,182
Other assets..................................... 252 350 219
Excess of cost over fair value of net assets of
acquired subsidiary, less accumulated
amortization of $57, $68 and $78 at September
30, 1995, September 28, 1996 and June 28, 1997,
respectively................................... 418 407 397
------- ------- -------
Total assets........................... $55,237 $63,415 $71,412
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable............................... $10,086 $13,949 $10,169
Accrued expenses............................... 1,654 1,581 2,549
Accrued incentive compensation................. 789 2,365 1,852
Income taxes payable........................... -- -- 629
Current installments of long-term debt......... 1,573 2,155 986
Current installments of obligations under
capital leases.............................. 497 455 525
------- ------- -------
Total current liabilities.............. 14,599 20,505 16,710
Long-term debt................................... 26,231 23,676 28,999
Obligations under capital leases................. 944 486 741
Deferred income taxes............................ 252 366 413
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; 10,000,000
shares authorized; 38,630 shares issued and
outstanding................................. 3,863 3,863 3,863 --
Common stock, $.01 par value; 50,000,000 shares
authorized; 6,000,000 shares issued and
outstanding................................. 60 60 60 60
Retained earnings.............................. 9,288 14,459 20,626 20,626
------- ------- ------- -------
Total shareholders' equity............. 13,211 18,382 24,549 $20,686
------- ------- ------- =======
Total liabilities and shareholders'
equity............................... $55,237 $63,415 $71,412
======= ======= =======
</TABLE>

See accompanying notes.

F-3
<PAGE> 53

TROPICAL SPORTSWEAR INT'L CORPORATION

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
YEAR ENDED THIRTY-NINE WEEKS ENDED
------------------------------------------ -----------------------
OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1994 1995 1996 1996 1997
---------- ------------- ------------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Net sales............................. $ 100,359 $ 110,064 $ 117,355 $ 86,593 $ 115,608
Cost of goods sold.................... 75,677 87,858 91,132 67,967 88,327
--------- --------- --------- --------- ---------
Gross profit.......................... 24,682 22,206 26,223 18,626 27,281
Selling, general and administrative
expenses............................ 14,291 15,060 15,189 10,754 14,745
--------- --------- --------- --------- ---------
Operating income...................... 10,391 7,146 11,034 7,872 12,536
Other (income) expense:
Interest expense.................... 2,115 3,160 2,498 1,880 2,263
Factoring expense................... 668 708 373 409 589
Other, net.......................... (983) 293 247 224 (1)
--------- --------- --------- --------- ---------
1,800 4,161 3,118 2,513 2,851
--------- --------- --------- --------- ---------
Income before income taxes............ 8,591 2,985 7,916 5,359 9,685
Provision for income taxes............ 3,613 825 2,745 1,832 3,518
--------- --------- --------- --------- ---------
Net income............................ $ 4,978 $ 2,160 $ 5,171 $ 3,527 $ 6,167
========= ========= ========= ========= =========
Net income per common share........... $ 0.83 $ 0.36 $ 0.86 $ 0.59 $ 1.03
========= ========= ========= ========= =========
Weighted average number of shares used
in the calculation.................. 6,015,000 6,015,000 6,015,000 6,015,000 6,015,000
========= ========= ========= ========= =========
</TABLE>

See accompanying notes.

F-4
<PAGE> 54

TROPICAL SPORTSWEAR INT'L CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
--------------- --------------- RETAINED
SHARES AMOUNT SHARES AMOUNT EARNINGS TOTAL
------ ------ ------ ------ -------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at October 2, 1993..................... 39 $3,863 6,000 $60 $ 2,150 $ 6,073
Net income........................... -- -- -- -- 4,978 4,978
-- ------ ----- --- ------- -------
Balance at October 1, 1994..................... 39 3,863 6,000 60 7,128 11,051
Net income........................... -- -- -- -- 2,160 2,160
-- ------ ----- --- ------- -------
Balance at September 30, 1995.................. 39 3,863 6,000 60 9,288 13,211
Net income........................... -- -- -- -- 5,171 5,171
-- ------ ----- --- ------- -------
Balance at September 28, 1996.................. 39 3,863 6,000 60 14,459 18,382
Net income........................... -- -- -- -- 6,167 6,167
-- ------ ----- --- ------- -------
Balance at June 28, 1997....................... 39 $3,863 6,000 $60 $20,626 $24,549
== ====== ===== === ======= =======
</TABLE>

See accompanying notes.

F-5
<PAGE> 55

TROPICAL SPORTSWEAR INT'L CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED THIRTY-NINE WEEKS ENDED
------------------------------------------ ------------------------
OCTOBER 1, SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1994 1995 1996 1996 1997
---------- ------------- ------------- ------------ ---------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income.......................... $ 4,978 $ 2,160 $ 5,171 $ 3,527 $ 6,167
Adjustments to reconcile net income
to net cash provided (used) by
operating activities:
Gain on settlement of purchase
price.......................... (1,863) -- -- -- --
Loss on disposal of property and
equipment...................... 13 215 152 152 47
Depreciation and amortization..... 953 1,226 1,431 1,027 1,541
Provision for doubtful accounts... -- -- -- -- 331
Deferred income taxes............. (229) 327 (204) (153) 155
Changes in operating assets and
liabilities:
(Increase) decrease in assets:
Accounts receivable.......... (882) (3,396) 704 (3,592) (8,428)
Inventories.................. (3,549) 1,060 (848) 4,806 3,736
Prepaid income taxes......... -- (1,167) 898 1,235 269
Prepaid expenses and other
assets.................... (324) 94 (119) (1,002) (296)
Increase (decrease) in
liabilities:
Accounts payable............. 4,621 (4,476) 3,863 1,813 (3,780)
Accrued expenses............. (157) 689 (73) 63 968
Accrued incentive
compensation.............. 709 (758) 1,576 642 (513)
Income taxes payable......... 335 (732) -- -- 629
------- ------- -------- ------- -------
Net cash provided (used) by
operating activities.............. 4,605 (4,758) 12,551 8,518 826
INVESTING ACTIVITIES
Capital expenditures................ (5,089) (1,467) (10,119) (7,894) (4,407)
Proceeds from sale of property and
equipment......................... 19 39 234 234 9
------- ------- -------- ------- -------
Net cash used by investing
activities........................ (5,070) (1,428) (9,885) (7,660) (4,398)
FINANCING ACTIVITIES
Proceeds of long-term debt.......... 3,104 803 7,330 6,964 4,246
Principal payments of long-term
debt.............................. (394) (1,750) (1,628) (1,147) (2,860)
Principal payments of capital
leases............................ (272) (540) (500) (394) (341)
Net proceeds from (repayment of)
long-term revolving credit line
borrowings........................ (1,897) 7,333 (7,675) (6,217) 2,768
------- ------- -------- ------- -------
Net cash provided (used) by
financing activities.............. 541 5,846 (2,473) (794) 3,813
------- ------- -------- ------- -------
Net increase (decrease) in cash..... 76 (340) 193 64 241
Cash at beginning of period......... 332 408 68 68 261
------- ------- -------- ------- -------
Cash at end of period............... $ 408 $ 68 $ 261 $ 132 $ 502
======= ======= ======== ======= =======
</TABLE>

See accompanying notes.

F-6
<PAGE> 56

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE YEARS ENDED SEPTEMBER 28, 1996 AND
THIRTY-NINE WEEKS ENDED JUNE 28, 1997
(IN THOUSANDS)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Tropical
Sportswear Int'l Corporation (the Company) and its wholly-owned subsidiary,
Apparel Network Corporation (see Note 13). All significant intercompany balances
and transactions have been eliminated in consolidation.

NATURE OF OPERATIONS

The Company's principal line of business is the marketing, design,
manufacture and distribution of men's casual pants and shorts. The principal
markets for the Company include major retailers within the United States. The
Company subcontracts the assembly of substantially all of its products with
independent manufacturers in the Dominican Republic and Mexico and, at any point
in time, a majority of the Company's work-in-process inventory is located in
those countries.

INTERIM RESULTS

The accompanying statements of income and cash flows for the thirty-nine
weeks ended June 29, 1996 are unaudited. In the opinion of management, these
statements have been prepared on the same basis as the annual financial
statements and include all adjustments, consisting only of normal recurring
adjustments, necessary for the fair presentation of results of the interim
periods. The data disclosed in these notes to the consolidated financial
statements for those periods are also unaudited. Operating results for the
thirty-nine weeks ended June 28, 1997 are not necessarily indicative of the
results that may be expected for the entire fiscal year.

ACCOUNTING PERIOD

The Company operates on a 52/53 week annual accounting period ending on the
Saturday nearest September 30th. Each of the years ended October 1, 1994,
September 30, 1995 and September 28, 1996 contains 52 weeks.

NET INCOME PER SHARE

Net income per common share is computed by dividing net income by the
weighted average number of common and common equivalent shares outstanding. In
accordance with Securities and Exchange Commission Staff Accounting Bulletin No.
83, common equivalent shares issued by the Company at prices below the public
offering price during the period beginning one year prior to the filing date of
the initial public offering have been included in the calculation as if they
were outstanding for all periods prior to the offering.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings Per Share (Statement 128).
The overall objective of Statement 128 is to simplify the calculation of
earnings per share (EPS) and achieve comparability with the recently issued
International Accounting Standard No. 33, Earnings Per Share. Statement 128 is
effective for both interim and annual financial statements for periods ending
after December 15, 1997. Earlier application is not permitted. Adoption of the
new standard will have no impact on the Company's EPS for the periods presented
herein.

F-7
<PAGE> 57

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PRO FORMA SHAREHOLDERS' EQUITY (UNAUDITED)

The Company's presentation of unaudited pro forma shareholders' equity at
June 28, 1997 reflects the effect of the redemption of all outstanding shares of
the Company's preferred stock, but does not give effect to the receipt of any
proceeds from the Company's initial public offering (Note 13).

REVENUE RECOGNITION

Based on its terms of F.O.B. shipping point, the Company records sales upon
the shipment of finished product to the customer.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.

The Company records provisions for markdowns and losses on excess and
slow-moving inventory to the extent the cost of inventory exceeds estimated net
realizable value.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. The Company primarily uses
straight-line depreciation methods over periods that approximate the assets'
estimated useful lives.

EXCESS OF COST OVER FAIR VALUE OF NET ASSETS OF ACQUIRED SUBSIDIARY

The excess of cost over fair value of net assets of the acquired subsidiary
is amortized on the straight-line basis over a period of 40 years.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from the estimates.

FINANCIAL INSTRUMENTS

The Company's financial instruments include cash, accounts receivable,
accounts payable, long-term debt and obligations under capital leases. The
carrying amount of these financial instruments approximate their fair value.

STATEMENT OF CASH FLOWS

Supplemental cash flow information:

<TABLE>
<CAPTION>
THIRTY-NINE
YEAR ENDED WEEKS ENDED
----------------------------- -------------------
SEPTEMBER 30, SEPTEMBER 28, JUNE 29, JUNE 28,
1995 1996 1996 1997
------------- ------------- -------- --------
<S> <C> <C> <C> <C>
Cash paid for:
Interest................................... $3,160 $2,439 $1,806 $2,263
Income taxes............................... 2,373 2,051 770 2,462
</TABLE>

F-8
<PAGE> 58

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Supplemental disclosure of noncash investing and financing activities:

Capital lease obligations of $1,141, $349 and $666 were incurred when
the Company entered into leases for new equipment in the years ended
October 1, 1994, September 30, 1995 and the thirty-nine weeks ended June
28, 1997, respectively.

During the year ended October 1, 1994, the Company incurred debt to
refinance factor advances of $13,004, and to repay acquisition debt of $181
and notes payable to $2,200.

In fiscal 1994, the settlement relating to the purchase of the Company
(Note 2) resulted in a gain of $1,863 comprised of a reduction in the
original purchase price of $1,730 and a $133 reduction in deferred
compensation.

IMPAIRMENT OF LONG-LIVED ASSETS

In March 1995, the Financial Accounting Standards Board issued SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of (SFAS 121). This pronouncement requires impairment
losses to be recorded on long-lived assets used in operations when impairment
indicators are present and the undiscounted cash flows estimated to be generated
by those assets are less than the assets' carrying amount. The Company adopted
the provisions of SFAS 121 during fiscal 1996 with no impact on the financial
statements.

2. SETTLEMENT OF ACQUISITION CONTINGENCIES

On July 8, 1994, the Company entered into a settlement agreement in
resolution of all claims and differences arising out of the purchase of the
Company on November 15, 1989. Under the settlement agreement, the Company is no
longer obligated to pay deferred compensation of $133 and the original purchase
price was reduced by $1,730. The settlement of these contingencies resulted in a
net gain of $1,113 after deducting arbitration expenses and related professional
fees of $750. The net gain is included in other income for the year ended
October 1, 1994.

3. ACCOUNTS RECEIVABLE

Accounts receivable consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28,
1995 1996 1997
------------- ------------- --------
<S> <C> <C> <C>
Receivable from factor.............................. $20,429 $19,627 $28,025
Receivable from trade accounts...................... 954 1,094 1,344
Reserve for returns and allowances and bad debts.... (482) (524) (1,075)
------- ------- -------
$20,901 $20,197 $28,294
======= ======= =======
</TABLE>

On October 1, 1995, the Company entered into a factoring agreement whereby
substantially all of the Company's trade receivables are assigned on an ongoing
basis, without recourse, except for credit losses on the first .15% of amounts
factored. The factoring agreement is with a national company which, in
management's opinion, is highly creditworthy. The purchase price of each
receivable is the net face amount, less a factoring discount of .30%. Prior to
October 1, 1995, the Company factored its trade receivables without recourse and
under this agreement, the purchase price of each receivable was the net face
amount less a factoring discount of .65%.

F-9
<PAGE> 59

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28,
1995 1996 1997
------------- ------------- --------
<S> <C> <C> <C>
Raw materials....................................... $ 2,488 $ 2,399 $ 1,119
Work in process..................................... 6,467 5,946 6,306
Finished goods...................................... 13,479 14,937 12,121
------- ------- -------
$22,434 $23,282 $19,546
======= ======= =======
</TABLE>

The Company has made provisions for inventory loss of approximately $1,780,
$2,200 and $2,700 at September 30, 1995, September 28, 1996 and June 28, 1997,
respectively, to reflect a write down of excess and slow-moving inventory to net
realizable value.

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28, LIFE
1995 1996 1997 (YEARS)
------------- ------------- -------- -------
<S> <C> <C> <C> <C>
Land....................................... $ -- $ 3,976 $ 3,976 --
Land improvements.......................... -- 6 1,579 15
Building and improvements.................. -- 6,243 9,208 39.5
Machinery and equipment.................... 6,970 7,824 9,785 5
Leasehold improvement...................... 4,034 64 58 15-39.5
Construction in progress................... -- 2,032 -- --
------- ------- -------
$11,004 $20,145 $24,606
======= ======= =======
</TABLE>

During the year ended September 28, 1996 and the thirty-nine weeks ended
June 28, 1997, the Company capitalized $71 and $72 of interest expense,
respectively.

6. DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28,
1995 1996 1997
------------- ------------- --------
<S> <C> <C> <C>
Note payable to former owners....................... $ 2,208 $ 1,827 $ --
Revolving credit line............................... 22,822 15,147 17,915
Equipment loan facility............................. 737 1,557 2,220
Term note........................................... 2,000 1,000 250
Construction and term loan.......................... -- 6,292 9,600
Other notes payable................................. 37 8 --
------- ------- -------
27,804 25,831 29,985
Less current maturities............................. 1,573 2,155 986
------- ------- -------
$26,231 $23,676 $28,999
======= ======= =======
</TABLE>

The note payable to former owners (the Acquisition Note) was issued on July
8, 1994 in conjunction with the settlement of the final purchase price to be
paid for the Company (Note 2). The Acquisition Note bears no interest and is,
therefore, recorded at its net present value using a discount rate of 9%. The
outstanding face

F-10
<PAGE> 60

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

value amounted to $2,550 and $2,000 as of September 30, 1995 and September 28,
1996, respectively. The Acquisition Note was repaid on January 31, 1997.

On September 28, 1994, the Company entered into a secured revolving credit
and term loan agreement (the Credit Agreement). The Credit Agreement, as
amended, consists of a $40,000 revolving credit line ($5,500 of which can be
utilized for letters of credit), a $3,000 term note and a $5,000 equipment loan
facility. The Credit Agreement expires on September 30, 1998, at which time any
outstanding balances become due. Borrowings under the revolving credit line are
limited to the lesser of $40,000 or qualifying accounts receivable and eligible
inventory. Available borrowings under the revolving credit line were
approximately $7,233 and $10,970 at September 28, 1996 and June 28, 1997,
respectively. The revolving credit line bears interest at a variable rate of
prime or LIBOR plus an applicable margin (8.75% and 8.0% at September 28, 1996
and June 28, 1997, respectively).

The equipment loan facility is payable in monthly installments of $31 and
bears interest at a variable rate of prime or LIBOR plus an applicable margin
(9.25% and 8.46% at September 28, 1996 and June 28, 1997, respectively).
Available borrowings under the equipment loan facility were approximately $3,400
and $2,800 at September 28, 1996 and June 28, 1997, respectively.

The term note is payable in monthly installments of $83 and bears interest
at prime plus an applicable margin (11.0% and 10.25% at September 28, 1996 and
June 28, 1997, respectively). No additional borrowings are available under the
term note.

On May 7, 1996, the Company entered into a construction and term loan
agreement (the Loan Agreement). The Loan Agreement consists of a $9,600
construction loan, which is secured by a mortgage. The construction loan was
utilized to purchase the Company's previously leased operating facility and to
finance the construction of a new adjacent cutting facility. Interest is payable
monthly at prime plus an applicable margin (8.75% and 9.0% at September 28, 1996
and June 28, 1997, respectively). On July 18, 1997, the construction loan was
converted to a term loan which will mature on May 7, 2006. Principal and
interest at 8.88% are due monthly based on a 19-year amortization.

The Company's debt agreements contain certain covenants, the most
restrictive of which are as follows: (i) maintenance of consolidated net worth
at specified levels, (ii) achievement of specified adjusted net earnings from
operations, (iii) maintenance of debt service coverage ratio at specified
levels, (iv) limitations on annual capital expenditures, (v) limitations on
liens, and (vi) prohibition of the payment of dividends. The Company is in
compliance with all such covenants. The Credit Agreement is secured by
substantially all of the assets of the Company.

The scheduled maturities of long-term debt as of September 28, 1996 are as
follows:

<TABLE>
<CAPTION>
FISCAL YEAR AMOUNT
- ----------- -------
<S> <C>
1997........................................................ $ 2,155
1998........................................................ 17,598
1999........................................................ 145
2000........................................................ 160
2001........................................................ 175
Thereafter.................................................. 5,598
</TABLE>

F-11
<PAGE> 61

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

7. LEASES

The Company leases administrative facilities and certain equipment under
noncancelable leases.

Future minimum lease payments under operating leases and the present value
of future minimum capital lease payments are:

<TABLE>
<CAPTION>
AS OF AS OF
SEPTEMBER 28, 1996 JUNE 28, 1997
------------------- -------------------
OPERATING CAPITAL OPERATING CAPITAL
FISCAL YEAR LEASES LEASES LEASES LEASES
- ----------- --------- ------- --------- -------
<S> <C> <C> <C> <C>
1997............................................... $ 439 $ 527 $ 96 $ 135
1998............................................... 171 304 310 617
1999............................................... 129 226 239 375
2000............................................... 129 -- 231 132
2001............................................... 129 -- 192 132
Thereafter......................................... 333 -- 350 63
------ ------ ------ ------
Total minimum lease payments............. $1,330 1,057 $1,418 1,454
====== ======
Less amount representing interest.................. 116 188
------ ------
Present value of minimum capital lease payments.... 941 1,266
Less current installments.......................... 455 525
------ ------
$ 486 $ 741
====== ======
</TABLE>

The following summarizes the Company's assets under capital leases:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28,
1995 1996 1997
------------- ------------- --------
<S> <C> <C> <C>
Machinery and equipment............................. $2,548 $2,253 $2,929
Accumulated amortization............................ 1,026 1,242 1,473
</TABLE>

Amortization of assets under capital leases has been included in
depreciation.

Total rental expense for operating leases for the years ended October 1,
1994, September 30, 1995, September 28, 1996, and for the thirty-nine weeks
ended June 28, 1997 was approximately $1,118, $982, $859, and $368,
respectively.

8. CLOSURE OF INTERNATIONAL SUBSIDIARY

In September 1995, a decision was made to close the Company's international
subsidiary, Confecciones Siglo, S.A., and, at September 30, 1995, the Company
had accrued $500 for costs associated with the closing. These costs included
employee severance, relocation of certain equipment and estimated losses on
disposals of property and equipment. During fiscal 1996, the assets of the
subsidiary were liquidated.

F-12
<PAGE> 62

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

9. INCOME TAXES

The provision for income taxes consists of the following:

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes.

A reconciliation of the difference between the effective income tax rate
and the statutory federal tax rate follows:

In fiscal 1995 and 1996, as a result of closing the Company's international
subsidiary, the Company recorded tax benefits for losses of the international
subsidiary which were previously not deductible for income tax purposes.

F-13
<PAGE> 63

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Significant components of the Company's deferred tax assets and liabilities
are as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, SEPTEMBER 28, JUNE 28,
1995 1996 1997
------------- ------------- --------
<S> <C> <C> <C>
Deferred tax assets:
Inventory related................................. $1,057 $1,060 $1,148
Accounts receivable related....................... 157 185 309
Various accrued expenses.......................... 327 599 270
Deferred tax liabilities:
Depreciation...................................... (252) (366) (413)
Other items....................................... (43) (28) (19)
------ ------ ------
Net deferred tax asset.............................. $1,246 $1,450 $1,295
====== ====== ======
Classified as follows:
Current asset..................................... $1,498 $1,816 $1,708
Noncurrent liability.............................. (252) (366) (413)
------ ------ ------
$1,246 $1,450 $1,295
====== ====== ======
</TABLE>

10. SIGNIFICANT CUSTOMERS

In fiscal 1994, the Company had three significant customers who
individually accounted for approximately 25%, 14% and 13% of sales. In fiscal
1995, four customers accounted for approximately 18%, 15%, 15% and 14% of sales.
In fiscal 1996, three customers accounted for approximately 26%, 17% and 14% of
sales.

11. COMMITMENTS AND CONTINGENCIES

As of September 28, 1996 and June 28, 1997, the Company had approximately
$4,704 and $2,890, respectively, of outstanding letters of credit with various
expiration dates through August 1997.

On July 3, 1997, Out-of-Mexico Apparel, Ltd. brought suit against the
Company in California Superior Court for, among other things, breach of
contract, breach of an implied covenant of good faith and fair dealing, and
violation of the California Unfair Business Practices Act. The complaint alleges
that the Company entered into contracts for the manufacture of apparel with
certain manufacturers in contravention of a customer non-disclosure and
non-circumvention agreement between Out-of-Mexico Apparel, Ltd. and the Company.
The complaint seeks compensatory damages and prejudgment interest, punitive
damages and the costs of suit. Although the outcome of the litigation cannot be
determined at this time, the Company intends to vigorously defend against such
allegations.

F-14
<PAGE> 64

TROPICAL SPORTSWEAR INT'L CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

12. EMPLOYEE BENEFIT PLAN

The Company has established a 401(k) profit sharing plan under which all
employees are eligible to participate. Employee contributions are voluntary and
subject to Internal Revenue Service limitations. The Company matches, based on
annually determined factors, employee contributions provided the employee
completes 1,000 hours of service annually and is employed as of December 31 of
each plan year. For the years ended October 1, 1994, September 30, 1995 and
September 28, 1996, and for the thirty-nine weeks ended June 28, 1997, the
Company charged to expense $88, $86, $112, and $86, respectively, related to
this plan.

13. SUBSEQUENT EVENTS

The Board of Directors contemplates an initial public offering (the
Offering) of the Company's common stock. In connection with the Offering, the
Board formed a new corporation, Tropical Sportswear Int'l Corporation (the
Company). Outstanding common and preferred stock of the predecessor company,
Apparel International Group, Inc. (AIG), was exchanged for an equal amount of
common and preferred stock of the Company. Immediately preceding the closing of
the Offering, the subsidiaries of AIG, Tropical Acquisition Corporation and
Tropical Sportswear International Corporation, will be merged into the Company.

The preferred stock of AIG had a par value of $100 per share. These shares
were exchanged for a special class of preferred stock which has a $.01 par value
and a $100 per share liquidation preference. These shares are expected to be
redeemed upon the closing of the Offering.

Effective October 23, 1997, the Board of Directors approved a change in the
Company's capital stock to authorize 50,000,000 shares of $.01 par value common
stock and 10,000,000 shares of $.01 par value preferred stock. At this time, the
Board also authorized a 6,000-for-1 stock split for holders of its common stock.
The accompanying consolidated financial statements have been restated to reflect
this change in capitalization.

The Board of Directors has adopted two stock option plans, which are to
take effect upon the closing of the Offering. The Employee Stock Option Plan
(the Employee Plan) and the Non-Employee Director Stock Option Plan (the
Director Plan) reserve 700,000 shares of common stock for future issuance under
the plans. The per share exercise price of each stock option granted under the
plans will be equal to the quoted fair market value of the stock on the date of
grant. Under the Employee Plan, the Board has authorized that upon the closing
of the Offering, options to purchase 300,000 shares of common stock of the
Company at an exercise price equal to the Offering per share price will be
granted to key employees. Under the Director Plan, options to purchase 60,000
shares of common stock of the Company at an exercise price equal to the Offering
per share price will be granted upon the effectiveness of the registration
statement relating to the Offering to non-employee directors.

In December 1996 and January 1997, the Board of Directors granted to key
members of management nonqualified options to purchase 60,000 shares of common
stock of the Company at an exercise price of $10.50 per share, its estimated
fair value at the date of grant. The options vest and become exercisable over a
three-year period.

F-15
<PAGE> 65

======================================================

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS, AND, IF GIVEN
OR MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY, THE SELLING SHAREHOLDERS OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON
STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

UNTIL , 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................ 3
Risk Factors.............................. 6
Use of Proceeds........................... 12
Dividend Policy........................... 12
Capitalization............................ 13
Dilution.................................. 14
Selected Consolidated Financial Data...... 15
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 16
Business.................................. 23
Management................................ 35
Principal and Selling Shareholders........ 41
Certain Transactions...................... 42
Description of Capital Stock.............. 42
Shares Eligible for Future Sale........... 45
Underwriting.............................. 46
Legal Matters............................. 47
Experts................................... 47
Available Information..................... 48
Index to Consolidated Financial
Statements.............................. F-1
</TABLE>

======================================================
======================================================

4,000,000 Shares

[TROPICAL SPORTSWEAR LOGO]

Common Stock

---------------------
PROSPECTUS
---------------------
PRUDENTIAL SECURITIES INCORPORATED

OPPENHEIMER & CO., INC.

October , 1997

======================================================
<PAGE> 66

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF INSURANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Securities and Exchange Commission filing fee............... $ 21,213.00
NASD filing fee............................................. 7,500.00
Nasdaq listing fee.......................................... 25,000.00
Transfer agent expenses and fees............................ 2,500.00
Printing and engraving...................................... 100,000.00
Accountants' fees and expenses.............................. 200,000.00
Legal fees and expenses..................................... 440,000.00
Miscellaneous............................................... 3,787.00
-----------
Total............................................. $800,000.00
===========
</TABLE>

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

* All of the above fees, costs and expenses above will be paid by the Company
and the Selling Shareholders in proportion to the respective number of shares
being offered and sold hereby. Other than the SEC filing fee and NASD filing
fee, all fees and expenses are estimated.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Florida Business Corporation Act (the "Florida Act") permits a Florida
corporation to indemnify a present or former director or officer of the
corporation (and certain other persons serving at the request of the corporation
in related capacities) for liabilities, including legal expenses, arising by
reason of service in such capacity if such person shall have acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and in any criminal proceeding if such person had
no reasonable cause to believe his conduct was unlawful. However, in the case of
actions brought by or in the right of the corporation, no indemnification may be
made with respect to any matter as to which such director or officer shall have
been adjudged liable, except in certain limited circumstances.

The Company's Articles of Incorporation and Bylaws provide that the Company
shall indemnify directors and executive officers to the fullest extent now or
hereafter permitted by the Florida Act. In addition, the Company may enter into
Indemnification Agreements with its directors and executive officers in which
the Company agrees to indemnify such persons to the fullest extent now or
hereafter permitted by the Florida Act.

The indemnification provided by the Florida Business Corporation Act and
the Company's Bylaws is not exclusive of any other rights to which a director or
officer may be entitled. The general effect of the foregoing provisions may be
to reduce the circumstances in which an officer or director may be required to
bear the economic burden of the foregoing liabilities and expense.

The Company may obtain a liability insurance policy for its directors and
officers as permitted by the Florida Act which may extend to, among other
things, liability arising under the Securities Act of 1933, as amended (the
"Securities Act").

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On August 12, 1997, the Company issued 100 shares of Common Stock, $1.00
par value, to Apparel International Group, Inc., a Delaware corporation ("AIG"),
in a transaction exempt under Section 4(2) of the Securities Act of 1933, as
amended. On August 22, 1997, AIG was merged with and into the Company as part of
a tax-free restructuring. Pursuant to such merger, holders of issued and
outstanding shares of common stock and preferred stock of AIG received an equal
number of shares of common stock and preferred stock, respectively, of the
Company. Prior to the completion of the Offering, the Company will merge two
wholly-owned subsidiaries, Tropical Acquisition Corporation, a Delaware
corporation, and Tropical Sportswear International Corporation, a Florida
corporation, with and into the Company.

II-1
<PAGE> 67

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement.*
2.1 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Apparel
International Group, Inc., as the Merging Corporation.*
2.2 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Tropical
Acquisition Corporation and Tropical Sportswear
International Corporation, as the Merging Corporations.*
3.1 -- Amended and Restated Articles of Incorporation of Tropical
Sportswear Int'l Corporation.*
3.2 -- Amended and Restated Bylaws of Tropical Sportswear Int'l
Corporation.*
4.1 -- Specimen certificate for the Common Stock of Tropical
Sportswear Int'l Corporation.*
4.2 -- Shareholders' Agreement by and among Tropical Sportswear
Int'l Corporation, William W. Compton, the Compton Family
Limited Partnership, Michael Kagan, the Kagan Family Limited
Partnership, Shakale Internacional, S.A. and Accel, S.A. de
C.V.*
5.1 -- Opinion of Foley & Lardner.
10.1 -- Loan and Security Agreement, dated September 28, 1994,
between Tropical Sportswear Int'l Corporation and Fleet
Capital Corporation (Formerly Barclays Business Credit,
Inc.).*
10.2 -- Construction and Term Loan Agreement, dated as of May 7,
1996, by and between Tropical Sportswear Int'l Corporation
and SouthTrust Bank of Alabama, National Association, as
amended.*
10.3 -- Retail -- Domestic Collection Factoring Agreement, dated
October 1, 1995, by and between Heller Financial, Inc. and
Tropical Sportswear Int'l Corporation.*
10.4 -- Employment Agreement between William W. Compton and Tropical
Sportswear Int'l Corporation.*
10.5 -- Employment Agreement between Michael Kagan and Tropical
Sportswear Int'l Corporation.*
10.6 -- Employment Agreement between Richard J. Domino and Tropical
Sportswear Int'l Corporation.*
10.7 -- Tropical Sportswear Int'l Corporation Employee Stock Option
Plan.*
10.8 -- Tropical Sportswear Int'l Corporation Non-Employee Director
Stock Option Plan.*
10.9 -- 1996 Apparel International Group, Inc. Stock Option Plan.*
10.10 -- Form of Letter Agreement among Accel, S.A. de C.V. and
Shakale Internacional, S.A., as Selling Shareholders, and
the Company.
11.1 -- Statement re: computation of per share earnings.*
21.1 -- List of subsidiaries of Tropical Sportswear Int'l
Corporation.*
23.1 -- Consent of Foley & Lardner (included in Exhibit (5.1)).
23.2 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney relating to subsequent amendments.*
27.1 -- Financial Data Schedule for the year ended September 28,
1996 (filed for SEC purposes only).*
27.2 -- Financial Data Schedule for the thirty-nine weeks ended June
28, 1997 (filed for SEC purposes only).*
</TABLE>

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

* Previously filed.

II-2
<PAGE> 68

(b) Financial Statement Schedules.

Report of Independent Auditors

Schedule II -- Valuation and Qualifying Accounts.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes to provide to the underwriters
at the closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 69

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amended Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Tampa, and State
of Florida, on this 23rd day of October, 1997.

TROPICAL SPORTSWEAR INT'L CORPORATION

By: /s/ WILLIAM W. COMPTON
------------------------------------
William W. Compton
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amended
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM W. COMPTON Chairman of the Board, Chief October 23, 1997
- --------------------------------------------------- Executive Officer and
William W. Compton Director (Principal
Executive Officer)

/s/ MICHAEL KAGAN Executive Vice President, October 23, 1997
- --------------------------------------------------- Chief Financial Officer,
Michael Kagan Treasurer, Secretary and
Director

* Director October 23, 1997
- ---------------------------------------------------
Eloy S. Vallina-Laguera

* Director October 23, 1997
- ---------------------------------------------------
Jesus Alvarez-Morodo

* Director October 23, 1997
- ---------------------------------------------------
Leslie J. Gillock

* Director October 23, 1997
- ---------------------------------------------------
Donald H. Livingstone

* Director October 23, 1997
- ---------------------------------------------------
Leon H. Reinhart

* Director October 23, 1997
- ---------------------------------------------------
David Garza

*By: /s/ MICHAEL KAGAN
---------------------------------------------
Michael Kagan
Attorney-In-Fact
</TABLE>

II-4
<PAGE> 70

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON SCHEDULE

We have audited the consolidated financial statements of Tropical
Sportswear Int'l Corporation as of June 28, 1997, September 28, 1996 and
September 30, 1995 and for each of the three years in the period ended September
28, 1996 and for the thirty nine weeks ended June 28, 1997, and have issued our
report thereon dated August 15, 1997, except as to the third paragraph of Note
13 as to which the date is October 23, 1997 (included elsewhere in this
Registration Statement). Our audits also included the financial statement
schedule listed in Item 16(b) of this Registration Statement. This schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

Ernst & Young LLP

Tampa, Florida

August 15, 1997

<PAGE> 71

TROPICAL SPORTSWEAR INT'L CORPORATION

SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

Reserve for returns and allowances and bad debts:

<TABLE>
<CAPTION>
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended:
October 1, 1994........................... $350 $ 711 -- $ 145 $916
==== ====== ==== ====== ====
September 30, 1995........................ $916 $3,061 -- $3,495 $482
==== ====== ==== ====== ====
September 28, 1996........................ $482 $3,022 -- $2,980 $524
==== ====== ==== ====== ====
</TABLE>

Reserve for Excess and Slow-Moving Inventory:

<TABLE>
<CAPTION>
ADDITIONS
-----------------------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Year ended:
October 1, 1994........................... $ 600 $1,341 -- $ -- $1,941
====== ====== ==== ====== ======
September 30, 1995........................ $1,941 $ 468 -- $ 629 $1,780
====== ====== ==== ====== ======
September 28, 1996........................ $1,780 $ 798 -- $ 378 $2,200
====== ====== ==== ====== ======
</TABLE>
<PAGE> 72

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<C> <C> <S>
1.1 -- Form of Underwriting Agreement.*
2.1 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Apparel
International Group, Inc., as the Merging Corporation.*
2.2 -- Agreement and Plan of Merger by Tropical Sportswear Int'l
Corporation, as the Surviving Corporation, and Tropical
Acquisition Corporation and Tropical Sportswear
International Corporation, as the Merging Corporations.*
3.1 -- Amended and Restated Articles of Incorporation of Tropical
Sportswear Int'l Corporation.*
3.2 -- Amended and Restated Bylaws of Tropical Sportswear Int'l
Corporation.*
4.1 -- Specimen certificate for the Common Stock of Tropical
Sportswear Int'l Corporation.*
4.2 -- Shareholders' Agreement by and among Tropical Sportswear
Int'l Corporation, William W. Compton, the Compton Family
Limited Partnership, Michael Kagan, the Kagan Family Limited
Partnership, Shakale Internacional, S.A. and Accel, S.A. de
C.V.*
5.1 -- Opinion of Foley & Lardner.
10.1 -- Loan and Security Agreement, dated September 28, 1994, by
and between Tropical Sportswear Int'l Corporation and Fleet
Capital Corporation (formerly Barclays Business Credit,
Inc.).*
10.2 -- Construction and Term Loan Agreement, dated as of May 7,
1996, by and between Tropical Sportswear Int'l Corporation
and SouthTrust Bank of Alabama, National Association, as
amended.*
10.3 -- Retail-Domestic Collection Factoring Agreement, dated
October 1, 1995, by and between Heller Financial, Inc. and
Tropical Sportswear Int'l Corporation.*
10.4 -- Employment Agreement between William W. Compton and Tropical
Sportswear Int'l Corporation.*
10.5 -- Employment Agreement between Michael Kagan and Tropical
Sportswear Int'l Corporation.*
10.6 -- Employment Agreement between Richard J. Domino and Tropical
Sportswear Int'l Corporation.*
10.7 -- Tropical Sportswear Int'l Corporation Employee Stock Option
Plan.*
10.8 -- Tropical Sportswear Int'l Corporation Non-Employee Director
Stock Option Plan.*
10.9 -- 1996 Apparel International Group, Inc. Stock Option Plan.*
10.10 -- Form of Letter Agreement among Accel S.A. de C.V. and
Shakale Internacional, S.A., as Selling Shareholders, and
the Company.
11.1 -- Statement re: computation of per share earnings.*
21.1 -- List of subsidiaries of Tropical Sportswear Int'l
Corporation.*
23.1 -- Consent of Foley & Lardner (included in Exhibit (5.1)).
23.2 -- Consent of Ernst & Young LLP.
24.1 -- Power of Attorney relating to subsequent amendments.*
27.1 -- Financial Data Schedule for the year ended September 28,
1996 (filed for SEC purposes only).*
27.2 -- Financial Data Schedule for the thirty-nine weeks ended June
28, 1997 (filed for SEC purposes only).*
</TABLE>

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

* Previously filed.

S-1

<PAGE> 1
EXHIBIT 5.1

FOLEY & LARDNER
100 NORTH TAMPA STREET
SUITE 2700
TAMPA, FLORIDA 33602

October 23, 1997

Tropical Sportswear Int'l Corporation
4902 West Waters Avenue
Tampa, FL 33634-1302

Ladies and Gentlemen:

We have acted as counsel to Tropical Sportswear Int'l Corporation, a
Florida corporation (the "Company"), in connection with the filing with the
Securities and Exchange Commission of the Company's registration statement on
Form S-1 (File No. 333-33729) and all pre-effective amendments thereto (the
"Registration Statement") for the purpose of registering under the Securities
Act of 1933, as amended, an aggregate of 4,600,000 shares of the Company's
common stock, $.01 par value (the "Shares"), being offered to the public
pursuant to an underwriting agreement (the "Underwriting Agreement"), by and
among the Company, certain selling shareholders of the Company, and Prudential
Securities Incorporated and Oppenheimer & Co., Inc., as representatives of the
Underwriters.

For purposes of rendering this opinion, we have examined and relied
upon the original or a copy, certified or otherwise identified to our
satisfaction, of (1) the Articles of Incorporation and Bylaws of the Company,
each as amended and/or restated to date, (2) resolutions adopted by the Board of
Directors of the Company authorizing the offering and the issuance of Shares and
related matters, (3) the Registration Statement and exhibits thereto, and (4)
such other documents and instruments as we have deemed necessary or appropriate
to render the opinions expressed in this letter. In making the foregoing
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies, and the
authenticity of all such copies. The opinion expressed herein is based
exclusively on the applicable provisions of the Florida Business Corporation
Act, Chapter 607 of the Florida Statutes, as in effect on the date hereof, and
we express no opinion as to any other laws, statutes, regulations or ordinances.

Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares will be, when and if sold in accordance with the
Underwriting Agreement and as described in the Registration Statement, legally
issued and fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus included in the Registration Statement.
Nothing herein shall be construed to cause us to be considered "experts" within
the meaning of Section 11 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Foley & Lardner
-------------------
Foley & Lardner

<PAGE> 1
EXHIBIT 10.10

October____, 1997

Accel, S.A. de C.V.
Virginia Fabregas No. 80
Col San Rafael, 06470
Mexico, D.F.

Shakale Internacional, S.A.
1555 de la Avenida 3 bis
Calles 15y 17, Apt. 1756-1000
San Jose, Costa Rica

Ladies and Gentlemen:

Tropical Sportswear Int'l Corporation, a Florida Corporation (the
"Company"), proposes to issue and sell to the Underwriters (the "Underwriters")
named in the Underwriting Agreement, dated October , 1997 (the "Underwriting
Agreement"), subject to the terms and conditions of the Underwriting Agreement,
an aggregate of 1,600,000 shares of Common Stock, par value $.01 per share, of
the Company ("Common Stock"), and Accel, S.A. de C.V., a Mexican corporation
("Accel"), and Shakale Internacional, S.A., a company organized under the laws
of Costa Rica ("Shakale"), propose, subject to the terms and conditions of the
Underwriting Agreement, to sell to the Underwriters an aggregate of 2,400,000
shares of Common Stock, and at the election of the Underwriters up to an
aggregate of 600,000 additional shares of Common Stock in order to cover over
allotments. Accel and Shakale are hereinafter referred to as the "Selling
Stockholders."

The Underwriters, as a condition to their executing and delivering the
Underwriting Agreement, have required the Company and Selling Stockholders to
become obligated in respect of certain representations and warranties and
certain covenants and indemnification provisions therein. Terms not otherwise
defined herein shall have the meanings assigned to them in the Underwriting
Agreement.

In consideration of the Company and the Selling Stockholders entering
into the Underwriting Agreement, in accordance with the terms thereof, the
parties hereby agree as follows:

(a) Without limiting the rights of the Underwriters under the
Underwriting Agreement, the following shall apply with respect to allocation
between the Selling Stockholders and the Company of certain liabilities,
losses, claims, damages or costs or expenses in respect of the Offering,
including liabilities, losses, claims, damages or costs or expenses imposed on
Shakale or Accel or the Company, or any or all of them, whether such liability
is to the

<PAGE> 2

Accel, S.A. de C.V.
Shakale Internacional, S.A.
October___, 1997

Underwriters under Section 8 of the Underwriting Agreement or to any other
person claiming liabilities, losses, damages or costs or expenses in respect of
the Offering and whether or not the party hereto to which liability is
allocated would, in the absence of this agreement, be subject to such
liability:

(i) Each Selling Stockholder shall be liable for any and
all liabilities, losses, claims, damages, costs and expenses,
including any and all legal fees, arising out of or resulting from (a)
any misstatement of fact appearing in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, based on information supplied in writing by such
Selling Stockholder or any affiliate (as such term is defined under
the Securities Exchange Act of 1934, as amended) thereof, signed by
such Selling Stockholder or an affiliate, for the purpose of inclusion
in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, (b) any breach of
the representations and warranties of such Selling Stockholder
contained in paragraphs (a), (b), (c), (d), (e), (g) and (i) of the
relevant part of Section 2 of the Underwriting Agreement, or (c) any
breach of or failure to perform any covenant or agreement of such
Selling Shareholder contained in the Underwriting Agreement.

(ii) Except for the liabilities, losses, claims, damages,
costs and expenses set forth under paragraph (i) above, the Company
shall be liable for all other liabilities, losses, claims, damages, or
costs or expenses, including any and all legal expenses, arising out
of or based upon (a) any untrue statement or alleged untrue statement
of a material fact contained in any Preliminary Prospectus, the
Registration Statement or the Prospectus, or any amendment or
supplement thereto, (b) the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or (c) any breach of or
failure to perform any covenant or agreement of the Company contained
in the Underwriting Agreement.

(iii) Each Selling Stockholder indemnifies and shall hold
harmless the Company and the other Selling Stockholder against any and
all liabilities for which such Selling Stockholder is liable
hereunder, and shall reimburse the Company or other Selling
Stockholder for any legal or other costs or expenses reasonably
incurred by the Company in connection with investigating or defending
any action or claim, to the extent such expenses relate to issues with
respect to such liabilities, as such costs or expenses are incurred.

<PAGE> 3

Accel, S.A. de C.V.
Shakale Internacional, S.A.
October___, 1997

(iv) The Company indemnifies and holds harmless the
Selling Stockholders against any and all liabilities for which the
Company is liable hereunder, and will reimburse the Selling
Stockholders for any legal or other costs or expenses reasonably
incurred by the Selling Stockholders in connection with investigating
or defending any action or claim, except for any such costs or
expenses for which the Selling Stockholders are responsible under
paragraph (iii) above, as such costs or expenses are incurred.

(b) Promptly after receipt by an indemnified party under
paragraph (a) above of notice of the commencement of any action, suit or
proceeding, such indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under paragraph (a) above, notify the
indemnifying party in writing of the commencement thereof, but the omission so
to notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under paragraph (a) above.
In case any such action shall be brought against any indemnified party and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under paragraph (a) above for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party,
in connection with the defense thereof other than reasonable costs and expenses
of investigation and in connection with preparation for and appearances at
depositions, trials and other proceedings in which the indemnified party
participates. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

<PAGE> 4

Accel, S.A. de C.V.
Shakale Internacional, S.A.
October___, 1997

(c) If the indemnification provided for in this letter agreement
is unavailable to or insufficient to hold harmless an indemnified party under
paragraph (a) above in respect of any liabilities, loses, claims, damages or
costs or expenses (or actions in resect thereof) referred to therein, then the
Company and the Selling Stockholders each shall contribute to the amount paid
or payable by such indemnified party as a result of such liabilities, losses,
claims, damages or costs or expenses (or actions in respect thereof) in such
proportion as is appropriate to reflect not only the relative benefits received
by the Company on the one hand and each of the Selling Stockholders on the
other from the offering of the Shares but also the relative fault of the
Company on the one hand and each of the Selling Stockholders on the other in
connection with the statements or omissions which resulted in such liabilities,
loses, claims, damages or costs or expenses (or actions in respect thereof), as
well as any other relevant equitable considerations. The relative benefits
received by the Company on the one hand and each of the Selling Stockholders on
the other shall be deemed to be in the same proportion as the total number of
Securities sold by each party pursuant to the Underwriting Agreement bears to
the total number of Securities sold pursuant to the Underwriting Agreement. The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand or the particular Selling Stockholder on the other
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and
the Selling Stockholders agree that it would not be just and equitable if
contributions pursuant to this paragraph (c) were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to above in this paragraph (c). The
amount paid or payable by an indemnified party as a result of the liabilities,
losses, claims, damages or costs or expenses (or actions in respect thereof)
referred to above in this paragraph (c) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. For purposes of this
paragraph (c), each of the Company, Accel and Shakale shall be responsible for
the accuracy of its respective books and records and for its financial
statements and reports. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitlted to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

<PAGE> 5

Accel, S.A. de C.V.
Shakale Internacional, S.A.
October___, 1997

The indemnities and agreements of the respective parties set forth in
this letter agreement shall remain in full force and effect regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any other party hereto or any controlling person of such other party and
shall survive delivery of and payment for the Securities.

Anything herein to the contrary notwithstanding, in the event that a
claim for indemnification hereunder against liabilities arising under the Act
is asserted by a person who is a director, officer or controlling person of the
Company on the date of the Prospectus (other than the payment by the Company of
expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding), the
Company will, unless in the opinion of its U.S. counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act, and the Company and such director, officer or controlling
person will be governed by the final adjudication of such issue.

All notices hereunder shall be in writing, and if to the Company shall
be delivered or sent by overnight courier (or, if not reasonably available,
two-day or similar courier) to Tropical Sportswear Int'l Corporation, 4902 West
Waters Avenue, Tampa, Florida 33634-1302, Attention: Michael Kagan, and by
facsimile at (813) 249-4904, attention same; and if to Accel, S.A. de C.V., by
overnight courier (or, if not reasonably available, two-day or similar courier)
to Virginia Fabregas No. 80, Col San Rafael, 06470, Mexico, D.F. Attention:
Jesus Alvarez-Morado, and by facsimile at 52-5-705-5559, attention same; and if
to Shakale Internacional, S.A., by overnight courier to 1555 de la Avenida 3
bis, calles 15y 17, Apts. 1756-1000, San Jose, Costa Rica, Attention: David
Garza, and by facsimile at 52-8-336-1953, attention: same. Any such notices
shall take effect upon receipt thereof.

Please sign and return to us a duplicate of this letter, whereupon it
will become a binding agreement.

Very truly yours,

Tropical Sportswear Int'l Corporation

By:
-----------------------------------
Name:
Title:

The undersigned hereby confirm that the foregoing letter agreement, as of the
date thereof, correctly sets forth the agreement between Tropical Sportswear
Int'l Corporation and the undersigned.

Accel, S.A. de C.V.

By:
-------------------------
Name:
Title:

Shakale Internacional, S.A.

By:
-------------------------
Name:
Title:

<PAGE> 1

EXHIBIT 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated August 15, 1997, except as to the third paragraph of
Note 13, as to which the date is October 23, 1997, in Amendment No. 1 to the
Registration Statement (Form S-1 No. 333-33729) and related Prospectus of
Tropical Sportswear Int'l Corporation for the registration of 4,600,000 shares
of its common stock.

Ernst & Young LLP

Tampa, Florida
October 23, 1997