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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 8, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA 000-23161 59-3420305
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(Address of Principal Executive Offices)
813-249-4900
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
On Friday, May 1, 1998, Tropical Sportswear Int'l Corporation (the
"Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")
with Farah Incorporated, a Texas corporation ("Farah"), and Foxfire Acquisition
Corp., a Texas corporation and a wholly owned subsidiary of the Company
("Acquiror Sub"). On Monday, May 4, 1998, the Company and Farah issued a joint
press release announcing the Merger Agreement.
The Merger Agreement provides, among other things, for the acquisition
by Acquiror Sub of all the outstanding shares of Farah's common stock, no par
value (the "Shares"), through (a) a cash tender offer (the "Offer") for all
Shares at a price of $9 per share (the "Per Share Amount") and (b) a second-step
merger pursuant to which Acquiror Sub will merge with and into Farah (the
"Merger") and all outstanding Shares (other than Shares held in the treasury of
Farah, Shares owned by the Company, Acquiror Sub or any other subsidiary of the
Company and other than Shares held by any dissenting shareholders) will be
converted into the right to receive the Per Share Amount in cash.
The foregoing description of the Merger Agreement is qualified in its
entirety by reference to the Merger Agreement incorporated by reference in
Exhibit 2.
On Friday, May 8, 1998, the Company issued a press release announcing
the commencement of the Offer.
The Company and Acquiror Sub anticipate that the funds required in
connection with the Offer will be obtained through the private placement under
Rule 144A to institutional investors of senior subordinated notes of the
Company. In addition, the Company has received a commitment from a lender to
provide the Company with a senior subordinated exchangeable bridge loan which
will be available to the Company and the Acquiror Sub for consummation of the
Offer if for any reason the net proceeds from the sale of senior subordinated
notes has not been received by the Company on or prior to the date of such
consummation.
The Offer is conditioned upon, among other things, there being validly
tendered before the expiration date of the Offer and not withdrawn, a number of
Shares, which, together with any Shares owned by the Company or Acquiror Sub,
represents at least two thirds of the Shares outstanding, as well as the receipt
of customary regulatory approvals. The Merger is subject to various closing
conditions, including, without limitation, the receipt of approval by Farah's
shareholders to the extent required by Texas law, Farah's Articles of
Incorporation and Bylaws and the New York Stock Exchange, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
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Exhibit No. Description
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2 Agreement and Plan of Merger, dated as of May 1,
1998, by and among the Company, Acquiror Sub, and
Farah (incorporated by reference to Exhibit (c)(1) to
the Company's Schedule 14D-1 filed on May 8, 1998).
99.1 Press Release of Tropical Sportswear Int'l
Corporation dated May 8, 1998 (incorporated by
reference to Exhibit (a)(9) to the Company's Schedule
14D-1 filed May 8, 1998).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TROPICAL SPORTSWEAR INT'L CORP.
(Registrant)
Date: May 8, 1998 By /s/ N. Larry McPherson
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N. Larry McPherson
Executive Vice President - Finance and
Operations
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