<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
-------------
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): JUNE 2, 1998
TROPICAL SPORTSWEAR INT'L CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
FLORIDA 0-23161 59-3420305
(State or Other Jurisdiction (Commission File Number) (IRS Employer Identification No.)
of Incorporation)
</TABLE>
4902 WEST WATERS AVENUE
TAMPA, FLORIDA 33634-1302
(Address of Principal Executive Offices)
813-249-4900
(Registrant's telephone number, including area code)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
In a press release on June 2, 1998, Tropical Sportswear Int'l Corporation
("Tropical") announced that it intends to offer $125 million of Senior
Subordinated Notes due 2008 (the "Offering"). Prior to the Offering, Tropical
intends to enter into a $100 million bridge financing facility and a new $85
million senior revolving credit facility. Tropical intends to use borrowings
under the bridge financing facility and the new credit facility to (i) finance
the acquisition of Farah Incorporated ("Farah") pursuant to a tender offer (the
"Tender Offer") for all outstanding shares of Farah's common stock and (ii)
repay certain outstanding debt of Tropical and Farah. The net proceeds from the
Offering will be used to repay all debt outstanding under the bridge facility
and a portion of the debt outstanding under the new credit facility. The Tender
Offer will be consummated prior to the closing of the Offering, and the closing
of the Offering is conditioned upon consummation of the Tender Offer. In
addition, the closing of the Offering is subject to market conditions. The press
release issued in connection therewith is filed herewith as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description
---------- -----------
<S> <C>
99.1 Press Release of Tropical Sportswear Int'l Corporation dated
June 2, 1998
</TABLE>
2
<PAGE> 3
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 CORPORATION
(Registrant)
Date: June 2, 1998 By /s/ N. Larry McPherson
--------------------------------------------
N. Larry McPherson
Executive Vice President - Finance and
Operations
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
99.1 Press Release of Tropical Sportswear Int'l Corporation dated June 2, 1998
</TABLE>
<PAGE> 1
EXHIBIT 99.1
TROPICAL SPORTSWEAR INT'L CORPORATION
TO OFFER SENIOR SUBORDINATED NOTES DUE 2008
TAMPA, FL (June 2, 1998) - Tropical Sportswear Int'l Corporation (NASDAQ:TSIC)
announced that it intends to offer $125 million of Senior Subordinated Notes due
2008 (the "Offering"). Prior to the Offering, Tropical intends to enter into a
$100 million bridge financing facility and a new $85 million senior revolving
credit facility. Tropical intends to use borrowings under the bridge financing
facility and the new credit facility to (i) finance the acquisition of Farah
Incorporated (NYSE:FRA) pursuant to a tender offer (the "Tender Offer") for all
outstanding shares of Farah's common stock and (ii) repay certain outstanding
debt of Tropical and Farah. The net proceeds from the Offering will be used to
repay all debt outstanding under the bridge facility and a portion of the debt
outstanding under the new credit facility. The Tender Offer will be consummated
prior to the closing of the Offering, and the closing of the Offering is
conditioned upon consummation of the Tender Offer. In addition, the closing of
the Offering is subject to market conditions.
The Notes will not be and have not been registered under the Securities Act of
1933 and may not be offered or sold in the United States absent registration or
an applicable exemption from registration requirements. This communication shall
not constitute an offer to sell or the solicitation of an offer to buy the
Notes.
This press release contains certain forward-looking statements with respect to
Tropical's acquisition of Farah, the Tender Offer, the bridge financing
facility, the new credit facility, the Offering and related transactions, all of
which are subject to risks and uncertainties that could cause actual results to
differ materially from anticipated results. Risk factors include, but are not
limited to: uncertainties relating the market for the Notes which affect, among
other things, interest rates; economic conditions that affect consumer spending;
successfully identifying emerging fashion trends, foreign and domestic labor and
manufacturing conditions; and governmental actions such as import or trade
restrictions. Please refer to documents on file with the Securities and Exchange
Commission for a more detailed discussion of risk factors.
